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Binder Groesswang has advised the Swiss real estate investor Corestate Capital on all Austrian law aspects of its joint venture with the Austria’s Soravia Group regarding the development of four high-rise buildings in Vienna with an investment volume of EUR 432 million.

One of the buildings will be the tallest residential tower in the German-speaking countries, at 150 meters. Allen & Overy, working together with Binder Groesswang, was international counsel for Corestate, while Vienna’s B-Legal represented the Soravia Group.

The joint venture will develop two different high-rise projects in Vienna with a total of 1,350 rental apartments and condominiums as well as office and commercial space. The buildings will also offer concierge services, child care facilities, gyms, and roof top gardens. 

Corestate Capital is a specialised real estate investor based in Zug, Switzerland, with partner offices in Frankfurt, London, Luxembourg, Madrid, and Singapore.

The Binder Groesswang team consisted of Partners Markus Uitz, Thomas Schirmer, and Tibor Fabian, and Associates Michael Ebner and Michael Delitz. The Allen & Overy team was led by Partner Christian Eichner and Senior Associate Michael Fink, and included Counsel Filip Kurkowski, and Associates Frederik Jahn and Kyrill Chilevych.

Soravia was advised by Partner Georg Blumauerplatz and Associate Sonja Ott of B-Legal.

CMS Bulgaria has advised SDN Company Ltd (SDN) on its acquisition of the Bulgarian company Solar Group Systems JSCo. The seller relied on its in-house legal team on the deal.

SDN is a leading Korean private renewable energy company, and is the largest Korean investor in Bulgaria. The acquisition of Solar Group Systems JSCo included the Bulgarian company’s 4 MWp operational PV “Katunitsa” project, which increases SDN’s total portfolio in Bulgaria to 46 MWp. 

According to CMS, “this acquisition marks the first signs of M&A activity in the secondary market for renewable energy assets in Bulgaria, which is likely to continue despite the regulatory challenges over the past few years.”

The CMS team advising SDN consisted of Partner Kostadin Sirleshtov and Associate Angel Bangachev, with the support of lawyers Raya Maneva, Borislava Pokrass, Pavlin Stoyanoff, Assen Georgiev, Iliyan Petrov, Maria Lazarova, Deyan Draguiev, Rosen Ivanov, and Borislava Piperkova.

Wolf Theiss has advised the UNIQA Insurance Group AG (UNIQA) on the successful placement of Subordinated Notes (Tier 2) in an aggregate principal amount of EUR 500 million with institutional investors in Europe, with the bank consortium advised by Linklaters as to German Law and Binder Groesswang as to Austrian Law.

The Notes are scheduled to be redeemed after 31 years, subject to certain conditions, and may be called by UNIQA for the first time after 11 years — also subject to certain conditions. The Notes bear interest at a rate of 6% per annum during the first 11 years of their term, and at a floating interest rate thereafter. 

The offering of the Notes was nine times oversubscribed. UNIQA intends to list the Notes on the Second Regulated Market of the Vienna Stock Exchange. The issue date is expected to be July 27, 2015. The issue price has been set at 100% of the principal amount. The bank consortium consisted of the Joint Lead Managers BNP Paribas, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, and Raiffeisen Bank International AG. 

Wolf Theiss’s Debt Capital Market Team was led by Counsel Alexander Haas, who reported that, “the currently difficult market environment was a particular challenge in this deal.” Haas was supported by Wolf Theiss Consultant Christine Siegl and Associate Nikolaus Dinhof. 

The Binder Groesswang team advising the banks consisted of Partners Tibor Fabian and Florian Khol and Counsel Thomas Berghammer.

On June 26, 2015, CEE Legal Matters reported that Dentons had assisted AmRest Holdings SE in acquiring Starbucks franchises in Romania and Bulgaria from the Marinopoulos Group, and that AmRest will now operate 18 Starbucks coffee shops in Romania, and 5 in Bulgaria. The transaction was valued at approximately EUR 16 million. 

We reached out to Dawid Ksiazczak, the Legal Director Global at AmRest, with Five Questions about the acquisition.

D.K: AmRest was not present in Romania before the acquisition, and as usual in the case of M&A transactions on a new market, we carried out a tender offer for legal advisor to support us on this deal. Based on recommendations and market research we selected a few leading international law firms with a presence in Romania and invited them to participate in the tender. Dentons’ offer was simply the best in every aspect we took into consideration to make a final choice of legal advisor. 

D.K: Both external and in-house legal teams plus our M&A team worked constantly and seamlessly together on each stage of the transaction, in the spirit of co-operation and sharing all responsibilities. Obviously the main body of work on Dentonts’ side was the due diligence process. Nevertheless our in-house team was actively taking part in the due diligence from its start to immediately address any major findings. Transactional work, especially negotiation of SPA, was a textbook example of good teamwork between external and in-house teams, with all members acting in perfect unison to achieve business objectives. Dentons’ contribution and engagement was one of the keys to the successful completion of this transaction.

D.K: The acquisition of the Starbucks chain in Romania and Bulgaria is a perfect fit to AmRest’s strategy, providing the entryway into the Romanian market – the second largest country in Central Europe (CE), with a dynamically growing economy. At the same time, acquired coffee shops in Bulgaria will strengthen AmRest’s presence and scale in that country. Our first and immediate priority is a smooth and quick integration of the newly acquired businesses with our organization, and our legal team is taking part in the integration process along with other departments. As to the future plans for the market we want to grow sales and triple the number of coffee stores in the next few years. Such growth for the legal team definitely means more challenges and the necessity of increasing local legal resources to properly respond to these business objectives.

D.K: The most unusual local legal matter we discovered was the obligation to observe the opposition term for transfer of legal title to shares. According to the Romanian Companies Law before the shares of Romanian limited liabilities company may be transferred from seller to buyer a 30 days obligatory term must lapse, and within such term every creditor of the company may submit a formal opposition to the transfer. Unfortunately, in our case what initially seemed to be only a formal and insignificant requirement turned out to be a serious and real obstacle in the closing process. We had to deal with the opposition made by Romanian tax authorities, which at the end turned out to be groundless and was rejected by the respective court, but cost us a lot of effort and time and caused a substantial delay in closing of the deal.

D.K: The size of the Romanian and Bulgarian market does not support yet creating in-house legal positions there. Until we reach that level of scale we will relay mainly on external legal support. In such cases we are usually distributing various legal task to different law firms, depending on scope, urgency, and level of required expertise. Naturally Dentons will be one of the options as they already have knowledge of the business and legal matters from the due diligence and the transaction. Nevertheless, the AmRest in-house legal team will stay close to the Romanian and Bulgarian business to supervise and coordinate handling of local legal matters in order to support local management.

Buzescu Ca has announced that it represented Gazprom Marketing & Trading with regard to its application for and receipt of an electricity trader license from the Romanian Energy Regulatory Authority.

Gazprom Marketing & Trading is a subsidiary of Gazprom Export, which is part of OAO Gazprom, Russia’s largest natural gas producer. Established in 1999, the company is headquartered in London, and now employs over 900 people. GM&T offers what it describes as “a unique suite of products – from gas and electricity marketing, trading and supply to shipping & logistics to carbon, LNG, LPG and FX deals.”

In the last 12 months, the firm also supported EDF Trading in obtaining an electricity trading license in Romania (reported on by CEE Legal Matters on December 8, 2014) and represented Petrol before the Romanian Energy Regulatory Authority with regard to the issuance of the electricity trading license to its Romanian subsidiary (reported on by CEE Legal Matters on May 21, 2015).

Kolcuoglu Demirkan Kocakli has advised M&C Saatchi on its acquisition of a minority stake in INSPI(RED), an advertising agency based in Istanbul, and the resulting creation of M&C Saatchi Istanbul.

The team leading M&C Saatchi Istanbul will consist of Agency Head and Founding Partner Alp Ustungor, Group Director Arzu Sami, Creative Director Tolga Ustungor, and Art Directors Kanit Erdogan and Ismail Erustun.

The new agency will continue to work with INSPI(RED)’s established global clients, including Vodafone and HP, as well as local clients such as Kahve Diyari, Forum Istanbul, and Istanbul Buyuksehir Belediye.

M&C Saatchi already has offices in Beirut and Abu Dhabi, and the launch of M&C Saatchi Istanbul follows M&C Saatchi’s other 2015 investments in Ben-Natan Golan, Tel Aviv, and Santa Clara, Sao Paulo.

The Kolcuoglu Demirkan Kocakli team was led by Associate Bihter Bozbay, working under Managing Partner Umut Kolcuoglu. Other members of the team included Associates Asli Tamer and Mert Bulbul. 

Weil, Gotshal & Manges has advised GE Capital on the sale of its banking subsidiary in Hungary, Budapest Bank Zrt. — the country’s eighth-biggest credit institution — and its regulated finance subsidiaries to Corvinus Zrt., a company owned by the Hungarian Development Bank, for USD 700 million. The Hungarian state was advised by the Szabo, Kelemen & Partners law firm.

As a result of the deal, the Hungarian government now owns Budapest Bank, Budapest Alapkezelo Zrt., Budapest Autofinanszirozasi Zrt., Budapest Lizing Zrt., and Budapest Flotta Zrt.

According to the office of the Hungarian Prime Minister, the Budapest Bank had after-tax earnings of HUF 5.1 billion (approximately EUR 16.5 million) in the first three months of 2015, and the office is reportedly confident that earnings will exceed HUF 10 billion (approximately EUR 32.4 million) in the first six months of 2015.

The Weil team representing GE Capital in the matter included, on the M&A side, London-based Partner Michael Francies and Senior Consultant Ian Hamilton and Budapest-based Senior Associate Pal Szabo and Associate Eszter Katona, and on the banking regulatory side, Budapest-based Partner Konrad Siegler, Senior Associate Gabor Szabo, and Associate Gergely Szoboszlai.

Image Source: Tupungato / Shutterstock.com

Hedman Partners has helped investors belonging to the Estonian Business Angels Association (EstBAN) to allocate EUR 85 thousand into Capster: a health technology start-up company that develops innovative solution for effective cold treatment.

The investment was put together by seven investors, three of which are members of EstBAN (which Hedman Partners belongs to as well). Capster’s development-stage product enables a science-based but natural treatment method that helps with chronic, allergic, and seasonal colds.

Advice was provided by Hedman Partners Partners Valter Vohma and Merlin Salvik and Attorney Toomas Seppel. 

Lidings is advising Japan’s Mizuho Bank on corporate law issues including the preparation of documentation necessary to open and maintain accounts of the bank’s clients.

The firm reports that, “upon request of the ZAO Mizuho Bank (Moscow), Lidings’ corporate and M&A lawyers have substantially revised the client’s standard bank account contract for legal entities, elaborating pledge accounts, and escrow account agreements enabling the bank to expand its line of products offered to clients.”

Mizuho Bank, established in 1897 and headquartered in Tokyo, is the second largest privately owned financial credit institution in Japan, providing services to over 26 million individual investors and over 90 thousand small and medium-sized enterprises around the world. The bank entered the Russian market in 2008.

“Mizuho Bank has approached us in the light of the amendments to the Civil Code of the Russian Federation that entered into force in July 2014 implementing for the first time in history legal concepts of pledge of rights under bank account and escrow account agreements, allowing banks and credit organizations to introduce these new products to clients,” said Vadim Konyushkevich, Counsel at Lidings. “In view of distinct regulation of these principles stating that not only account owner’s rights are affected, but the rights of third parties as well (the pledge holder is affected by pledge account or beneficiary by the escrow account), besides development of the new agreements we have substantially revised general terms of opening and maintaining accounts of the bank’s clients.”

On July 16, 2015, the authorized officer of the Deposit Guarantee Fund (the “DGF”) and AGRO Holdings (Ukraine) Limited, a Cypriot subsidiary of the investment fund managed by NCH Capital (USA), signed a Share Purchase Agreement for 100% of the shares of PJSC Astra Bank.

Aequo advised NCH Capital (USA) on the transaction. This is the first successfully implemented sale of an insolvent bank to a new investor in Ukraine. The amount of the transaction is UAH 92.1 million (approximately EUR 3.9 million). The new owner has also reimbursed expenses for the bank’s provisional administration to the DGF. The bank was purchased to provide financing to Ukrainian manufacturers.

Aequo’s team provided full legal support in the process of the bank’s acquisition, including providing legal due diligence of the target, drafting of all documents required for NCH Capital’s qualification as eligible investor by the DGF and a set of documents for participation in the tender process, obtaining all regulatory approvals required for completion of the transaction (AMC acquisition clearance and NBU acquisition approval), drafting and negotiating the Share Purchase Agreement entered into with the Deposit Guarantee Fund, control over fulfillment of conditions precedent to completion of the transaction, further support of the client within the course of the completion procedure, and advising NCH on tax issues associates with the bank’s acquisition. 

Aequo’s project team was led by Partners Yulia Kyrpa and Denis Lysenko, and included Senior Associate Maryna Fedorenko, Associates Denys Kulgavyi, Oleksandr Tereshchenko, Pavlo Loginov, and Vasyl Mishchenko. 

“This transaction of historical importance for Ukraine has been implemented due to the joint well-coordinated efforts of the NBU, the DGF and the investor teams,” said Kyrpa. “The deal has resulted in the investor’s commitment to bring the activities of ASTRA BANK in compliance with the laws of Ukraine, as well as to restore the bank’s solvency within 30-day period through UAH 127 million (approximately EUR 5.4 million) recapitalization. We are proud that our firm, providing systemic legal support to NCH Group, has helped to attract new foreign investments to Ukraine during the current crisis in the framework of the transaction, reflecting the best interests of Ukraine, the DGF, and the investor.”

Editor’s Note: This article was changed on July 31 to correct the amounts, which were initially (and mistakenly) stated in USD instead of in UAH. We regret the error.