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Norton Rose Fulbright has announced that its real estate and construction law practice group in Poland will be headed, going forward, by R. Adam Kozlowski.

After graduating from the Law Faculty at the Warsaw University in 1997 Kozlowski joined Altheimer & Gray, where he worked for almost 6 years, before moving to Chadbourne & Parke, where he spent the next 5. He joined Norton Rose Fulbright’s Warsaw operations in May of 2008.

Kozlowski’s practice focuses on real estate, construction, and environmental protection law. According to a Norton Rose Fulbright statement, Kozlowski “has extensive knowledge of contracts for design-build services, in particular those based on or modelled after FIDIC standard contracts. He also has experience in advising on regulations concerning public-private partnerships, public procurement, competition and the energy sector.” He is a participant of the Infrastructure and Environmental Committee at the American Chamber of Commerce and American Chamber of Commerce Unconventional Gas Working Group. 

In that same statement, Norton Rose Fulbright Warsaw Managing Partner Piotr Strawa is quoted as saying that Kozlowski “joined Norton Rose Fulbright in 2008 and has always been highly regarded by our clients. He has carried out many real estate projects, advising on legal issues relating to the sale and purchase of real estate as well as development projects and construction contracts.”

Kozlowski is quoted as saying, “Norton Rose Fulbright’s real estate practice group is thriving and continues to grow so as to meet the demands of our clients. My team aims to provide comprehensive legal services in relation to the Polish real estate market. Our understanding of the legal and business needs of the market and clients, backed up by our extensive experience, is what differentiates us from other law firms.”

Schoenherr provided support to the negotiating group established by Austria’s Federal Ministry of Finance for the talks that have led to the successful conclusion of a political agreement in principle between the Republic of Austria and the German state of Bavaria that aims at settling all legal disputes concerning HETA. (reported on by CEE Legal Matters in Issue 2.1 on June 30, 2015)

In talks held in camera, Austria and Bavaria reached an agreement in principle with the goal of terminating the legal disputes regarding HETA’s predecessor, Hypo Alpe-Adria-Bank International AG. At their government meetings held on July 7, 2015, Austria’s federal government and the Bavarian state government approved a political agreement in principle at the recommendation of their respective finance ministers, Hans Jorg Schelling and Markus Soder. On the Austrian side, an independent expert commission headed by Irmgard Griss will now assist the process until the conclusion of the formal settlements, with the country’s parliament set to pass the required legal basis this autumn.

Background: Various HETA-related lawsuits involving claims with dispute values in the billions of Euros are pending between HETA Asset Resolution AG, Bayerische Landesbank (BayernLB), and the Republic of Austria, including one in the Regional Court of Munich I, which resulted in an award in favor of BayernLB of EUR 1.03 billion and CHF 1.29 billion, plus interest, as reported by CEE Legal Matters on May 11, 2015. Previous attempts to reach a friendly settlement of the disputes had failed. Austrian Finance Minister Hans Jorg Schelling has made a new attempt that – under the leadership of the negotiating team – led to the successful conclusion of the respective agreement in principle.

Schoenherr Partner Wolfgang Holler, who led the firm’s team providing legal assistance to the negotiating team of the Austrian Finance Ministry along with fellow Partner Sascha Hodl, explained that: “We appreciate the trust that was placed in us and are proud to have been able to make a contribution within such a complex situation. This agreement in principle provides the basis for a comprehensive resolution of this matter.” 

Hodl added that: “The settlement of open issues, as the pre-closing in the sale of Hypo’s SEE network which took place last week or the just-reached conclusion of an agreement in principle with Bavaria, is essential for a proper and efficient run down of HETA.”

HETA is the legal successor to Hypo Alpe-Adria-Bank International AG and has been a run-down entity according to Austria’s Federal Law for the Creation of a Run-down Unit (“GSA”) since October 30, 2014 following the so-called “Hypo Act” of the Austrian National Council in July, 2014.

Schoenherr advised HETA in the bundling of its SEE banking and leasing network in Southeastern Europe into a SEE holding (now: Hypo Group Alpe Adria AG) that holds an Austrian banking license, as well as on the sale of this SEE banking and leasing network to the US-based fund Advent International and the European Bank for Recovery and Development (EBRD) (reported on by CEE Legal Matters on January 2, 2015). In spring 2015, Schoenherr also assisted HETA in the implementation of the first resolution pursuant to the European framework for the recovery and resolution of credit institutions, reported on by CEE Legal Matters on March 2, 2015 (which was implemented in Austria in January 2015).

Kim Latypov recently joined DLA Piper from Linklaters in Moscow. A Russian-qualified Partner in the corporate department, Latypov specializes in both public and private M&A, Russian corporate law, and regulation of foreign investments.

Latypov started his legal career in 1998 as a Trainee with LeBoeuf, Lamb, Greene & MacRae in Moscow. In 1999 he joined Global One, and in 2002 he moved to Linklaters’ Moscow office. In 2004 he was promoted to Managing Associate, a role which he held until 2009 when he made Partner. Between 2007 and 2008 he worked in the London office of Linklaters. 

Some of the notable deals that he worked on during his years with Linklaters include: advising the sponsors in relation to the recent IPO of UC RUSAL in Hong-Kong and on Euronext in Paris; advising SUAL on its merger with RUSAL; advising Glencore on its investment in the production subsidiaries of OJSC NK RUSSNEFT; advising VTB on its acquisition of five European banks from the Russian Central Bank and Mizuho on its acquisition of Michinoku Bank; and advising BP in relation to its investment in TNK-BP.

A graduate of Moscow State University (M.A. Law), Latypov also holds degrees from the University of Oxford (Magister Juris in European and Comparative Law) and Harvard Law School (Master of Laws)

JPM Jankovic Popovic Mitic is advising the Chinese MEI TA Industrial Company on its agreement to found a new plant in Obrenovac, Serbia, which will provide 1,400 new jobs and is expected to be finished by mid-2016. A Memorandum of Understanding on Investment was signed in November 2014 by Minister of Economy Zeljko Sertic and Meita Group CEO Ben Che.

According to JPM, “the MEI TA Industrial Co. is the global leader in production of automotive parts, engine parts, and general industrial parts with several facilities in France, Slovakia, [and] Serbia, [as well as] a joint venture in Germany and production plants in China and India. The new foundry plant in Serbia, MEI TA Europe, is oriented towards stainless steel components to support the turbocharger business growth and will be ‘the first free zone in Belgrade.’”

Schoenherr has advised Allianz Capital Partners (ACP) on its acquisition of four wind parks in the Austrian state of Lower Austria from ImWind, one of the country’s largest wind farm operators, with a portfolio of 320 MW in operation. ImWind was represented by wind park and real estate expert Robert Wagner.

ACP has entered into an agreement to acquire the Scharndorf III, Zistersdorf Ost, Ladendorf, and Grosskrut-Hauskirchen-Wilfersdorf wind park projects, all of which are located within a 70 km radius of Vienna. The 21 turbines installed at these wind parks have a total generating capacity of 65 MW. By acquiring the four wind parks, ACP has entered the Austrian wind market and exceeded EUR 2.5 billion in renewable energy investments.

The closing of ACP’s acquisition of the Zistersdorf Ost and Scharndorf III wind parks was completed on June 30, 2015. The other two projects are currently under construction, with closing expected in 2016.

Schoenherr’s advisory work included structuring the transaction, completing legal due diligence on the four projects, and preparing and negotiating the transaction documentation (including financing). After advising Raiffeisen Leasing in 2014/15 on its sale of its renewable portfolio (wind parks in Austria and Bulgaria and photovoltaic parks in Czech Republic and Slovakia; total capacity: 130 MW) to various buyers, and ContourGlobal in 2014 on its acquisition of Renergie (holding several wind parks and PV parks in Austria and Slovakia), published by CEE Legal Matters on February 27, 2015. The ACP/ImWind transaction marks the third major wind park portfolio deal in the Austrian market on which Schoenherr’s energy team has recently advised.

“We are happy that we could assist Allianz Capital Partners on its first acquisition of wind parks in Austria,” said Alexander Popp, a Partner in Schoenherr’s Corporate/M&A practice and the head of the team advising ACP. “This transaction is another milestone for our energy team in Vienna and confirms our strong market position in energy M&A.”

The Schoenherr M&A team also consisted of Attorneys at law Clemens Rainer and Georg Schuh and Associate Manuel Ritt-Huemer. Attorney at law Constantin Benes and Associate Franziska Oczlon assisted on real estate aspects of the transaction, while Partner Christian Schmelz, Attorney at law Gunther Grassl, and Associate Dieter Wohlmuth advised on its regulatory elements. 

Allianz Capital Partners is the Allianz Group’s in-house investment manager for alternative investments. With offices in Munich, London, New York and Singapore Allianz Capital Partners manages around EUR 12 billion of alternative assets. The investment focus is on direct investments in infrastructure and renewable energy as well as private equity fund investments.

ImWind develops, builds and operates wind farms for its own portfolio, but also for project partners and investors. ImWind was founded in 1994 by Johannes Trauttmansdorff and has been active in Austria´s renewable energy market for more than two decades. Even following this newest transaction, ImWind will remain one of Austria´s largest wind farm operators, with more than 320 MW of wind energy in operation or ready to be built.

Bondoc & Asociatii has advised the RENOMIA insurance broker on its entrance into the Romanian through the acquisition of SRBA Broker.

RENOMIA is the largest Czech insurance broker. Since 1993, it has provided comprehensive risk management services and insurance for companies and their employees. RENOMIA operates in the Czech Republic and across Central and Eastern Europe.

RENOMIA acquired 51% of the shares in SRBA Broker in the beginning of June. The SRBA network consists of 2 SRBA-owned and 21 franchised branches, and it currently holds 15th place in the ranking among insurance brokers in Romania. Corporate insurance constitutes 60% of its business. 

Pavel Nepala, Managing Partner of RENOMIA, stated: “Romania is a beautiful and perspective country. We are excited that we have launched our cooperation with our Romanian partners and that we will develop services together in Romania. RENOMIA would like together, with Romanian partners, to invest into the company´s growth and bring further know-how to the clients and employees”

The Bondoc & Ascociatii team consisted of Partner Simona Petrisor, Senior Associate Mihaela Ciocirlea, and Associates Mihela Vochineci and Andreea Lungu.

Schoenherr has advised immigon portfolioabbau ag (“Immigon”) and ERGO Versicherungsgruppe (“ERGO”) — the two majority shareholders of VICTORIA-VOLKSBANKEN Pensionskassen Aktiengesellschaft and VICTORIA-VOLKSBANKEN Vorsorgekasse AG — on the sale of their shareholdings in both to BONUS Pensionskassen Aktiengesellschaft, which was represented by EY Law.

The two share purchase agreements were signed on July 10, 2015. Following closing of these transactions, which is expected to take place in the fourth quarter of 2015 subject to approval of competition authorities and Austria’s Financial Market Authority, Immigon will separate itself from two additional supervised entities, thus marking a further important step within the framework of its wind-down plan. The parties involved have agreed to keep the financial terms of the transactions confidential. 

Immigon is a wind-down company in accordance with section 162 of the Federal Act on the Recovery and Resolution of Banks (the Austrian implementing legislation of the BRRD) and emerged following the demerger of Osterreichische Volksbanken-AG’s banking business and central institution function into Volksbank Wien Baden. 

The Schoenherr team was led by Partner Ursula Rath, assisted by Attorney-at-law Stefan Paulmayer.

The EY Law team was led by Partner Mario Gall, and also include Attorney Georg Perkowitsch.

Clifford Chance has advised Mercor S.A. on its acquisition of 100% of shares in the Hungarian firm Dunamenti Tuzvedelem, which trades in passive fire protection systems — primarily fireproofing systems for building structures.

Deloitte Legal in Hungary represented Dunamenti Tuzvedelem on the deal. According to Clifford Chance, “Dunamenti Tuzvedelem is a leader on the Hungarian market and has subsidiaries in Poland, the Czech Republic, Slovakia, and Ukraine.” 

The Clifford Chance team was led by Counsel Wojciech Polz, assisted by Senior Associates Jaroslaw Gajda, Marcin Czarnecki, and Kamil Sarnecki, all of whom work under Partner Agnieszka Janicka, who heads Clifford Chance’s Corporate Department in Warsaw.

The Deloitte Legal team advising Dunamenti Tuzvedelem was led by Partner Associate Peter Gondocz.

Editorial Note: Following the publication of this article, CEE Legal Matters learned that Lakatos, Koves & Partners provided advice to the buyer on Hungarian matters. The LKT team was led by Associate Balazs Fazakas, assisted by several Associates, all of whom work under Partner Richard Lock, who heads LKT’s Corporate/M&A Group.

Wolf Theiss is advising listed Italian energy company ERG Renew and Russian oil major Lukoil on the complex separation of LUKERG Renew, an Austrian-based 50-50 joint venture between ERG Renew and LUKOIL created in 2011 with a view to investing in the wind sector throughout the CEE region.

The companies have mutually agreed to dissolve the joint venture, with consequent sharing of the assets. Wolf Theiss, which previously advised the joint venture on the acquisition, development, and financing of its wind farms in Bulgaria and Romania, comprising in total 208 MW of installed capacity, is advising, with separate teams, the shareholders on the separation. 

The transaction, which was signed on June 25, 2015 is expected to close by the end of this year following satisfaction of certain conditions. 

ERG Renew is being advised by Wolf Theiss Partners Richard Clegg, Eva Fischer, and Ileana Glodenau, Of Counsel Christian Hammerl, Senior Associates Jasmina Uzova and Claudia Chiper, and Associates Mircea Ciocirlea and Tudor Botea. Lucia Monti was the responsible in-house lawyer of ERG Renew.

LUKOIL is being advised by Wolf Theiss Partner Christian Hoenig, Senior Associates Doris Buxbaum, Radu Simion, and Rebeka Kleytman, and Associates Diana Stetiu and Gergina Kyoseva. Robert Gulla was the responsible in-house lawyer of LUKOIL. 

In a joint statement, Wolf Theiss Partners Hoenig and Clegg said, “Having worked for LUKERG throughout the development of its operations in Bulgaria and Romania we are very pleased to be trusted by ERG Renew and Lukoil now to assist impartially and practically in this complex restructuring which involves the equitable split of multiple project companies, shareholder and senior loans across three jurisdictions.” 

Dentons has advised the Europa Fund IV pan-European investment fund, managed by Europa Capital, on its acquisition of the Hadovka Office Park in Prague for EUR 43 million from George Leslie, a rescue manager who held the company’s shares.

Clifford Chance represented Leslie in the deal. Resolution Capital Management Ltd, a specialist CEE Asset Management company owned by Leslie, has co-invested in the project with Europa and will be providing asset management services to the project going forward. German lender pbb Deutsche Pfandbriefbank (PBB) provided a senior acquisition loan to the project.

Emil Holub, who led Clifford Chance’s team on the matter, described the transaction as “very innovative as it was a sale of a distressed property with sale of residual unrecoverable debt by Helaba to the new owner.”

Hadovka is a 25,000 square meter office building situated in a prominent position on the Evropska corridor in Prague 6. The property is 100-percent leased to a number of international and national tenants. Dentons reports that, going forward, “Europa Capital will invest significant capital into the asset and will be seeking to optimize the tenant mix.”

The Dentons team was led by Partner Jiri Strzinek, co-head of the Dentons real estate practice in the Czech Republic, and included Counsels Jennifer Foss and Gary Maguire along with Associates Hana Hrbacova and Martin Mandulak.

Strzínek commented: “We are delighted to have assisted Europa Capital with this key and unique transaction which had various elements from an existing loan restructuring to a new acquisition financing. The Hadovka Office Park acquisition offers a very attractive location and will continue to be a great asset for Europa Capital going forward.”

Clifford Chance’s advice to Leslie was provided by Partner Emil Holub and Associate Michal Pivarci. 

Separate teams from Giese represented Helaba and PBB.

Editorial Note: Noerr’s Prague Managing Partner Barbara Kusak has informed us that she and Associate Petr Hrncir advised ANV international underwriters on its provision of Europa Capital´s warranty and indemnity insurance on the deal.