Category: Deals and Cases

Dentons has advised P3 Logistic Parks on Polish and Romanian aspects of a EUR 1.4 billion pan-European refinancing of its logistics portfolio, with White & Case advising P3 on Czech and Slovakian aspects and Freshfields advising P3 on separate facilities for Western Europe (including Poland). Financing in Poland and Western Europe was provided by Morgan Stanley with Pbb as agent (advised by Allen & Overy), in Romania by Raiffeisen Bank International (advised by CMS), and in the Czech Republic and Slovakia by CSOB, CSOB Slovakia, Komercni Banka, UniCredit Bank, and Ceska Sporitelna (all advised by Clifford Chance).

P3 — one of Europe’s largest fully integrated logistics platforms — is owned by TPG Real Estate and Ivanhoe Cambridge. The company owns logistics parks and warehouses in nine European countries with a total warehouse space exceeding 3.3 million square meters.

The transaction was led for Dentons by Bucharest-based Partner Perry Zizzi and Warsaw-based Counsel Gabriel Olearnik, and included, in Warsaw, Partner Mateusz Toczyski, Partner Tomasz Stasiak, Senior Associates Iwona Huryn, Magdalena Szwarc-Brozyna, and Jakub Wieczorek, and Associates Olga Ziegler, Natalia Lawniczak-Koziol, Dorota Mierzejewska, Robert Semczuk, Krzysztof Mrozik, and Jan Zaremba. The Bucharest-based Dentons team included Managing Counsel Magdalena Raducanu, Partner Bogdan Papandopol, Senior Associates Oana Ionascu, and Madalina Trifan, and Associates Argentina Rafail and Razvan Constantinescu. The Dentons team in Prague consisted of Partner Daniel Hurych, Counsel Eleanor Johnson, and Associate Lucie Siva.

The White & Case team advising P3 was led in Prague by Partner Jonathan Weinberg, and included, in Bratislava, Partner Marek Staron, and Associates Simona Rapava, Kristina Klenova, and Michal Zathurecky.

The Allen & Overy team advising Morgan Stanley included Senior Associates Anna Madra and Michal Smolny, Associates Artur Rutkowski and Patrycja Pakla, and Junior Associates Weronika Neja and Jakub Mukulowski.

The CMS team advising Raifeissen Bank was led by Bucharest-based International Finance Partner Simona Marin, supported by Managing Associate Roxana Fratila and Associates Catalina Gildau, Lawrence Florescu, and Alexandru Dumitrescu in Bucharest, Partner Malgorzata Chrusciak, Associate Paulina Kotecka, and lawyer Joanna Nycz in Warsaw, Associate Lukas Valusek in Prague, and Partner Vivian Walry, Senior Associate Nicolas Gerique, and Associate Julien Gerique in Luxembourg.

Freshfields and Clifford Chance did not reply to our inquiries on the matter.

Editor’s note: After this article was published Dentons informed CEE Legal Matters that it had advised P3 Logistic Parks on the Polish and Romanian aspects of its pan-European refinancing. The firm’s team performing due diligence on the Polish and Romanian portfolios and negotiating loan documentation led by Bucharest-based Partner Perry Zizzi and Warsaw-based Counsel Gabriel Olearnik, and consisted, in Warsaw, of Partners Mateusz Toczyski and Partner Tomasz Stasiak, Senior Associates Iwona Huryn, Magdalena Szwarc-Brozyna, and Jakub Wieczorek, and Associates Olga Ziegler, Natalia Lawniczak-Koziol, Dorota Mierzejewska, Robert Semczuk, Krzysztof Mrozik, and Jan Zaremba; in Bucharest of Managing Counsel Magdalena Raducanu, Partner Bogdan Papandopol, Senior Associates Oana Ionascu and Madalina Trifan, and Associates Argentina Rafail and Razvan Constantinescu; and in Prague of Partner Daniel Hurych, Counsel Eleanor Johnson, and Associate Lucie Siva.

CMS has advised American International Group, Inc. on the Central European aspects of the sale of some of its insurance operations to Fairfax Financial Holdings Limited. CMS worked alongside global counsel Debevoise & Plimpton.

As part of the transaction Fairfax will acquire some of AIG’s operations in Argentina, Chile, Colombia, Uruguay, Venezuela, and Turkey, and acquire renewal rights for the local business written by AIG’s operations in Bulgaria, Czech Republic, Hungary, Poland, and Slovakia, and assume AIG’s CEE operating assets and employees. The transaction value is approximately USD 240 million. Each transaction is subject to relevant regulatory approvals.

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. It already has operations in Brazil and in Poland, Hungary, Czech Republic, Slovakia, and Romania. 

The CMS team advising AIG was led by Partner Helen Rodwell, head of the firm’s CEE corporate practice. The core team included Partner Patrik Przyhoda and Senior Associate Frances Gerrard in Prague; Senior Associate Veliko Savov and Alexander Rangelov in Sofia; Partner Andrzej Posniak and Senior Associate Izabela Gebal in Warsaw; and Senior Associates Szilvia Kabacs and Eszter Kalman in Budapest.

Allen and Overy has advised HB Reavis’ Central Europe Real Estate Fund (CEREIF) on the sale of its retail asset Aupark Piesťany to New Europe Property Investments (NEPI) for EUR 39.5 million. NEPI was advised by Clifford Chance.

Aupark Piesťany, located in the heart of the Slovakian spa-city of Piesťany, is the smallest of the four Aupark centers in the country, totaling 10,000 square meters of GLA and 380 parking spaces. The sale was the third transaction between NEPI and HB Reavis Group,  following NEPI’s acquisitions of the Aupark shopping centers in Zilina and Kosice (as reported by CEE Legal Matters on January 14, 2015). Since the start of 2016, HB Reavis has divested ten assets (including Aupark Piesťany) worth EUR 750 million across its core markets.

This is the seventh high-profile real estate transaction on which Allen & Overy has advised HB Reavis in Slovakia over the past few years, including the EUR 79 million sale this past summer of its four logistics centers in the Czech Republic and Slovakia to Macquarie Group this summer (as reported by CEE Legal Matters on July 25, 2016).

Commenting on the transaction, Peter Grancic, Fund Director of HB Reavis CEREIF said: “The sale of Aupark Piesťany reflects the Fund’s divestment approach. The recent transactions clearly show an increased interest in Slovak retail properties coming from renowned international players, which has been valuable for the funds´ investors.” 

The Bratislava-based A&O team was led by Senior Associates Juraj Gyarfas and Vojtech Palinkas.

The Prague-based Clifford Chance team was led by Partner Emil Holub, who was supported by Associate Milan Rakosnik, and Senior Associate Stanislav Holec and Junior Associate Andrej Havko. Lawyers from the firm’s Amsterdam officer were involved as well.

White & Case (working with Bondoc si Asociatii in Bucharest) and CMS have advised US-listed The Greenbrier Companies, Inc. and Romania-based Astra Rail Management GmbH, respectively, on a joint venture entered into by the two.

According to a White & Case press release, “Greenbrier and Astra Rail are merging their operational units in Poland, Romania, Slovakia, and Germany into newly-formed company Greenbrier-Astra Rail, combining the manufacturing, engineering, and sale of railcars as well as extensive service capabilities to strengthen and expand the business in Europe, the Gulf Cooperation Council nations and Eurasia.”

The joint venture will be registered in the Netherlands, operate six production and repair facilities in Poland and Romania, and employ nearly 4,000 people across Europe. After completion of the transaction, which is subject to the approval of the competition authorities of certain EU states, Greenbrier will hold an approximate 75% interest in Greenbrier-Astra Rail and Astra Rail will hold approximately 25 percent.

Greenbrier, headquartered in Lake Oswego, Oregon, in the United States, supplies transportation equipment and services to the railroad industry. Greenbrier has a lease fleet of more than 8,900 freight railcars and provides management services for more than 264,000 freight railcars. 

Astra Rail, headquartered in Munich with three production facilities in Romania, develops and manufactures modern freight railcars and bogies. Along with production, maintenance, and repair, Astra Rail offers services for the development and inspection of railcars. In 2012, German investor Thomas Manns acquired all shares in Astra Rail. 

The White & Case team advising on the transaction was led by Frankfurt-based Partner Markus Hauptmann and included Frankfurt-based Partner Bodo Bender, Hamburg-based Local Partners Matthias Kiesewetter and Justus Herrlinger, Frankfurt-based Local Partner Carola Glasauer, Warsaw-based Counsel Jakub Gubanski, and Associates Jochen Hoerth (Frankfurt), Lars Petersen (Hamburg), Iwo Malobecki and Jacek Polewski (both Warsaw), and Peter Hodal and Barbora Hrabcakova (both Bratislava). 

The CMS team advising Astra Rail in Germany was led by by Partners Klaus Jager and Marcus Wuntke and included Partner Kai Neuhaus, Counsel Marcus Fischer, and Associate Stephan Weling. The CMS team in the Netherlands consisted of Partner Mark Ziekmans and Eduard Scheenstra and Associates Herman van Aerts and Gieneke van Nierop. The CMS Poland team consisted of Counsel Blazej Zagorski, Senior Associates Julita Mazurkiewicz and Katarzyne Koszel, Associates Grzegorz Paczek, Milosz Tomasik, and Maciej Andrzejewski, and Trainee Barbara Kostyra-Gornik.

Editor’s Note: After this article was published Maravela & Asociatii informed CEE Legal Matters that it had advised Astra Rail on Romanian aspects of its merger with Greenbrier. The firm’s team was led by Managing Partner Gelu Maravela, Co-Managing Partner Alina Popescu, and Managing Associate Mihai Buciuman.

Rojs, Peljhan, Prelesnik & Partners (RPPP) has advised Enterprise Investors on the acquisition by the Polish Enterprise Fund VII, which it manages, of 100% of shares in sporting good retailer Intersport ISI in a carve-out transaction from Mercator Group. According to RPPP, “the value of the transaction is up to EUR 34.5 million and the transaction transaction is conditional upon obtaining customary regulatory approvals.” RPPP — a member of the TLA alliance — reports that “all other TLA law firms from the region, including JPM Jankovic Popovic Mitic from Serbia, Tkalcic-Djulic, Prebanic, Rizvic and Jusufbasic-Goloman from Bosnia and Herzegovina, and Debarliev, Dameski & Kelesoska from Macedonia” were involved as well. Slovenia’s Jadek & Pensa and Serbia’s Prica & Partners advised Mercator on the transaction.

According to RPPP, “Enterprise Investors is one of the largest private equity firms in Central and Eastern Europe. Active since 1990, the firm has raised eight funds with total capital exceeding EUR 2 billion. These funds have invested EUR 1.7 billion in 137 companies across a range of sectors and exited 115 companies with total gross proceeds of EUR 2.5 billion.”

RPPP also describes Intersport International Corporation (IIC) as “franchisor of two specialized sporting goods retailers — Intersport and The Athlete’s Foot.” According to the firm, “with a presence in 65 countries and sales of EUR 11.3 billion, it is the world’s leading sports retail group. In 1999 IIC signed an exclusive master franchise agreement with Mercator Group, Slovenia’s largest fast-moving consumer goods retail company. This paved the way for the creation of Intersport ISI as a fully owned subsidiary of Mercator Group. Today Intersport ISI is the unquestionable market leader in the sports equipment and apparel sector in the Balkan region. It operates a network of almost 110 stores in Slovenia, Croatia, Serbia, Bosnia & Herzegovina, and Montenegro and employs nearly 900 people. Led by an experienced management team, the company has been delivering a solid financial performance. In 2015 it recorded EUR 81 million in revenues.”

RPPP Partners Bojan Sporar and Matic Novak headed the M&A part of the transaction team and Partner Gregor Pajek led its financing. 

The Jadek & Pensa team was led by Partners Andraz Jadek, Patricija Rot, and Ozbej Merc, with Rot advising on real estate aspects and lease arrangements and Merc and Jadek advising on the carve-out, financial, and share transaction aspects.

Prica and Partners Partner Darija Ognjenovic and Senior Associate Ivana Ajdanic led that firm’s team on financial aspects of the transaction related to Serbia.

Schoenherr, working with the Swiss firm Bar & Karrer as lead counsel, is advising OVS S.p.A., a leading Italian clothing retailer, and Sempione Retail AG, in connection with Sempione Retail’s cash tender offer for all publicly held bearer shares of Swiss company Charles Vogele Holding AG in Austria, Hungary, Slovenia, and Poland. The Swiss Homburger firm and investment bank Lazard advised Charles Vogele.

If the offer is successful, Schoenherr reports, the Charles Vogele stores in Germany and Charles Vogele’s real estate in Switzerland will be sold to the European retailer and a Swiss investor, respectively, and the OVS brand will be rolled out in the Charles Vogele stores in Switzerland, Austria, Hungary and Slovenia.

The Schoenherr team advising OVS is led by Partners Florian Kusznier and Volker Weiss, supported by a team coordinated by Vienna-based Senior Associate Julia Wasserburger. The local teams were led by Budapest-based Partner Kinga Hetenyi, Warsaw-based Partner Katarzyna Terlecka, and Ljubljana-based Partner Marko Prusnik.

Tark Grunte Sutkiene has advised the Avia Solutions Group, a Lithuanian capital-based aviation holding corporation listed on the Warsaw Stock Exchange, on its EUR 2.6 million acquisition of Estonian tour operator GoAdventure from GoBaltic.

According to Tark Grunte Sutkiene, GoAdventure will be merged with GoAdventure’s existing company Kidy Tour, which “offers travellers a choice of 175 hotels on the Mediterranean coast in the regions of Kemer, Antalya, Side, and Alanya,” and its tours can be booked or ordered through over 140 Lithuanian travel agencies.

The Tark Grunte Sutkiene team was led by Associate Partner Sander Karson.

RTPR Allen & Overy has advised private equity fund Catalyst Romania on its investment in the SmartDreamers S.R.L. online recruitment platform. Eversheds Lina & Guia advised SmartDreamers on the investment, which targets the development of its business and its international expansion.

RTPR Allen & Overy describes 3TS Catalyst Romania as “the most active investor in Romania by the number of companies in the IT and technology sector,” and reports that its investment in SmartDreamers is the fund’s tenth deal. In the last two years RTPR Allen & Overy advised the fund in relation to several projects, such as Elefant Online (a well-known online retailer in Romania), Intelligent IT (the developers of the billing software SmartBill), Marketizator Friends (offering to online businesses conversion rate optimisation services, surveys, traffic segmentation and web personalisation), Vector Watch (the smart watches business), 123ContactForm (a software development company whose primary product is an online web form and survey builder), Green Horse Games (the developers of an online football gaming company).

The RTPR Allen & Overy team consisted of Managing Partner Costin Taracila, Counsel Alina Stavaru, Senior Associate Ana Maria Eremia, Associate Laurentiu Tisescu, and Junior Associate Evelin Grigore.

“We would like to thank Catalyst Romania for giving us the chance to advise them once again on a new project,” said Alina Stavaru. “The new deal is a confirmation of the fact that the online sector generates interesting businesses for investors. We wish our client Catalyst Romania that this project becomes an international success as they plan and we are honoured to have been part in its accomplishment.” 

Laurentiu Tisescu added: “We are extremely proud to have had the chance to assist Catalyst Romania on the fund’s tenth investment in Romania. It was a very intense deal which took place within a short timeframe and which was achieved as a result of the professional approach of all parties. We would like to thank Catalyst Romania for putting their trust in us and we are happy to have been part of a project that we believe will become a success story.”

Eversheds Lina & Guia did not reply to our inquiries.

Binder Groesswang has advised Volksbank Kufstein-Kitzbuhel, Volksbank Landeck, and Volksbank Tirol Innsbruck-Schwaz in connection with the merger of the banking operations of the three banks to build Volksbank Tirol AG.

In the merger, Volksbank Kufstein-Kitzbuhel (balance sheet total of the transferred banking operations of approximately EUR 870 million) and Volksbank Landeck (balance sheet total of the transferred banking operations of approximately EUR 990 million) transferred their businesses by way of contribution to Volksbank Tirol Innsbruck Schwaz. The transaction was completed on September 1, 2016. The merged bank was renamed Volksbank Tirol AG.

Just last month, Binder Groesswang advised Volksbank Oberes Waldviertel and Volksbank Niederosterreich on the mergers of their operations (as reported by CEE Legal Matters on August 4, 2016). As reported then, the mergers are part of the strategic restructuring of the Austrian Volksbank sector: By 2017, the more than 40 previously existing Volksbank institutions (balance sheet total: approximately EUR 30 billion) will be merged into eight regional Volksbank institutions and two specialized banks.

Binder Groesswang again advised, in particular, on the corporate structuring and implementation, on banking supervisory related issues, and on competition law, and it represented the three banks in proceedings with relevant authorities (including the Companies’ Register, Financial Market Authority, European Central Bank, and the Federal Competition Authority).

Binder Groesswang’s core team consisted of Senior Partner Michael Binder, Partner Gottfried Gassner, and Attorneys Claudia Fochtmann and Stefan Frank. The firm’s team also included Partner Stephan Heckenthaler, Counsel Isabelle Innerhofer, and Associates Mona Holzgruber, Felix Kirkovits, Markus Cejka.

Kinstellar has provided local law advice in Bulgaria, Romania, Turkey, and Ukraine to Arkema SA on its acquisition of the Dutch sealant-and-adhesives maker Den Braven from Egeria, a Benelux buyout house. The deal, which was valued at EUR 485 million, was managed by Loyens & Loeff.

Arkema is a global chemical major focusing on specialty chemicals and performance materials. It has operations in over 40 countries. According to Kinstellar, “the acquisition of Den Braven is a step towards expanding the High Performance Materials segment which should account for 50% of the Group’s sales by 2020.” Kinstellar also describes Den Braven as “a leading player in high performance sealants in Europe,” and says that it “has 8 production sites around the world, about 1,000 employees, and over EUR 350 million sales for 2016.”

The Kinstellar team was led by Sofia-based Managing Associate Nina Tsifudina.

Clifford Chance was reportedly involved in the vendor due diligence, but did not reply to our inquiries about the full scope of its work on the matter.