Category: Uncategorized

Gessel has reported that it advised Polski Bank Komorek Macierzystych (Polish Stem Cell Bank) on its IPO and admission to shares to trading on the regulated market of the Warsaw Stock Exchange (main market).

The firm advised PBKM on the preparation of the prospectus and coordinated the entire IPO process, including advising in negotiating mandate contracts with banks, the auditor, financial advisor, corporate governance. Gessel also conducted due diligence of the capital group of PBKM and advised on corporate restructuring in order to transform PBKM into a public company. The firm also advised on the preparation of the shareholders investment agreement on the matter of IPO and on terminating the investment contract for Enterprise Investors.

The Gessel team was led by Partner Krzysztof Marczuk, assisted by Trainee Advocates Magdalena Szeplik and Przemyslaw Krzemieniecki and Lawyer Wojciech Nowosad.

CMS has advised Ultimo Netherlands BV, a fully owned subsidiary of B2Holding AS, on its entrance into an agreement to acquire 100% of the shares of Debt Collection Agency AD (DCA) from Martin Despov Despov and Nikolina Todorova Stancheva. Gugushev & Partners advised the sellers on the deal, which is expected to close by summer 2016.

B2Holding is a European financial services provider, headquartered in Norway, which specializes in the investment and workout of non-performing loans primarily from the banking sector as well as providing third party debt collection solutions on behalf of clients. CMS reports that, since its establishment in 2010, DCA — which has 134 employees in Bulgaria and 25 in Romania, and focuses on the purchase and collection of unsecured retail portfolios — has become “one of the top debt purchasers in Bulgaria.”

It is expected that the Bulgarian non-performing loan market will see significant growth in activity going forward (see The Buzz from May 18, 2016). The acquisition of DCA is in line with B2Holding’s strategy to gain a local presence before or as a part of acquiring portfolios in new geographical areas.

According to CMS, its multi-jurisdictional team advised B2Holding/Ultimo “on all aspects relating to the due diligence, transaction documentation negotiation, [and] regulatory topics.” The firm’s team was led by Austrian Partner Alexander Rakosi, supported by Vienna-based Attorney Lisa Oberlechner. The Bulgarian team consisted of Partner Gentscho Pavlov, Senior Associate Dimitar Zwiatkow, Attorney Maya Aleksandrova, and Associate Ivan Gergov. The Romanian team consisted of Partner Horea Popescu, Senior Associates Rodica Manea and Claudia Popescu, and Lawyer Raluca Ionescu.

Gugushev & Partners did not reply to our inquiry on the matter.

Editor’s Note: After this article was published, Gugushev & Partners confirmed that it had advised the sellers. The firm’s team was led by Partner Petko Angelov.

Clifford Chance has advised a consortium consisting of the EBRD, Alior Bank, and Bank Ochrony Srodowiska on facilities granted to companies from the group of Fieldon Investments spolka z ograniczona odpowiedzialnoscia Wiatromill sp.k., a subsidiary of Israel’s Energix group, for the financing and refinancing and operation of the Banie wind farm with a capacity of 106 MW. Baker & McKenzie advised Energix on the deal.

The transaction involved financing and refinancing for a wind farm project being implemented by Energix as sponsor. Facilities totalling PLN 552 million were granted by the banking consortium. When construction is completed, the farm will have a capacity of 106 MW, putting it among the largest projects of this type in Poland. According to Clifford Chance, “the transaction had a complicated structure owing to the large number of project risks and jurisdictions that impacted on the documentation.”

The Clifford Chance team advising the banks on Polish, English, and Luxembourg law was led by Warsaw-based Counsel Rafal Zakrzewski, who heads that office’s English Desk. Also involved in the transaction were Warsaw-based Counsel Pawel Puacz, Senior Associate Dominik Kepinski and Associates Joanna Kuc and Joanna Pominkiewicz. Advice on Luxembourg law was provided by Senior Associate Constantina Iscru and Associate Veronika Kaszas from Clifford Chance’s Luxembourg office.

The Energix group was advised by Partner Ireneusz Stolarski and Senior Associate Tomasz Kaczmarek from the Warsaw office of Baker McKenzie.

The Minsk office of BNT attorneys-at-law has advised PV Consult, one of the leading builders of solar energy generating stations in Europe, on the company’s participation in the construction of a solar energy production project in Bragin, Belarus.

According to BNT, the project involves the proposed construction of the biggest power plant in Belarus producing photovoltaic energy which is expected to be completed (in what bnt describes as “record-breaking time”) and put into operation this summer. According to bnt, “the solar plant construction project is aimed at enhancing the energy security of Belarus by decreasing dependence on hydrocarbon raw material supply.” In addition, the firm reports, “the positive impact of the project on the ecological situation in Belarus is hard to overestimate: carbon dioxide omission will be reduced by 12 thousand tons a year.”

PV Consult is a contractor and will install 85 thousand photovoltaic panels, which will occupy an area equivalent to 56 hectares (or, bnt reports, 80 football pitches). To bond all the panels, PV Consult will lay approximately 800 km cable lines,  amounting to the distance between Minsk and Moscow. Plant capacity will amount to 22.3 MW/hour — a record figure for Belarusian solar stations. 

BNT has assisted PV Consult in negotiations with the project developer, concluding agreements with the SPV, obtaining construction permits, employing foreign experts/professionals, ensuring equipment supply, and other matters.

Dentons has advised Darby Converging Europe III Fund (acting through a Hungarian SPV) on its investment in and partial acquisition of the commercial loans of DBM Del-nyírsegi Bioenergetikai Zrt. (DBM) a biomass plant in distressed financial condition.

Launched in 2011, the Darby Converging Europe III Fund is a regional mezzanine fund with a target size of EUR 250 million. The Fund provides mezzanine financing with equity participation features to small and mid-sized companies and focuses on enterprises in the Central and Southeast Europe as well as making selective investments in Ukraine and Russia. The Darby Converging Europe Fund III is a follow-on fund to Darby Converging Europe Mezzanine Fund and the Emerging Europe Fund. It was established as a limited partnership, registered in Luxembourg, and is managed by its general partner, Darby Converging Europe Fund III Management, a Luxembourg limited liability company. The general partner is a wholly owned subsidiary of Darby Overseas Investments Ltd., a limited company, registered in Delaware, US that is wholly owned by Franklin Resources Inc., which operates as Franklin Templeton Investments, a Global Fund Manager.

Dentons’ Budapest-based team consisted of Partner Edward Keller, Associates Balazs Varszeghi, Tamas Eross, and Reka Szaloky, and Trainee Associate Bence Boszormenyi.

Wierzbicki Adwokaci i Radcowie Prawni has advised Poland’s ROBYG S.A. on its purchase of a property located in the Wola district of Warsaw, and the purchase of 99.74% of the share capital of Przedsiebiorstwo Zaplecza Technicznego TRANSBUD S.A. (“TRANSBUD”), which is a former state-owned company and operates on the property. The sellers were advised by Janos & Dryll Kancelaria Prawna.

Wierzbicki’s assistance included not only the legal audit of the property, but also the legal audit of TRANSBUD and affiliated companies. Moreover, the firm reports that it “actively supported the developer in all discussions and negotiations related to the transaction carried out.”

According to Wierzbicki, “this transaction clearly confirms the dynamic development of the developer in the housing market and the demand for new housing complexes in Warsaw’s Wola.”

The firm’s team was led by Managing Partner Przemyslaw Wierzbicki.

Janos & Dryll did not reply to inquiries on the matter.

Fellner Wratzfeld & Partner has organized a PPP model to procure the design, construction, and facility management of radiation therapy centers for the Vienna Hospital Association. The investment volume amounts to approximately EUR 85 million and the estimated useful life is 25 years.

According to FWP, “apart from drafting the complex PPP contract, the mandate included structuring and implementing the multi-level procurement procedure. Together with the school construction PPPs entered into by the City of Vienna   where fwp also advised Bildungscampus Attemsgasse during the model development and procurement phases this PPP project is one of the first construction projects in Austria without an impact on the Maastricht deficit.”

“Our expertise in handling large-volume procurement projects, in particular in the sensitive area of healthcare, ensured optimum assistance for KAV”, said FWP Partner Michael Hecht, who led the firm’s team on the deal. “And our experience regarding the structuring of complex PPP models was also a major factor for successful cooperation with KAV”, added Attorney Rudolf Pekar, who worked with Hecht on the matter.

CMS has announced that Malgorzata Surdek has this month taken over the position of Managing Partner of CMS in Poland. She replaces Andrew Kozlowski, who managed CMS’s Warsaw office since 2003.

CMS reports that Surdek has been with the firm for 20 years, and that she has over 12 years’ experience of managing CMS teams in Poland and Central-Eastern Europe. For more than 5 years she has managed the firm’s dispute resolution practice in Poland, and recently also in the CEE region. She has also led the firm’s Financial Institutions and Services Group. According to the firm, Surdek “represents clients in civil and commercial law disputes before common courts, in particular in disputes concerning competition and consumer protection, intellectual property, claims under insurance agreements, construction disputes and commercial arbitration (she also acts as an arbitrator and is a Fellow of the Chartered Institute of Arbitrators).”

 “In the last two decades, CMS has grown to become the second largest law firm in Poland in terms of income and number of lawyers,” said outgoing Managing Partner Andrew Kozlowski, who will continue with the firm as a Counsel. “It has a very strong position in areas such as transactional assistance, dispute resolution and arbitration, as well as in advisory services for the energy, finance and real estate sectors, among others. I feel comfortable handing the management over to Malgorzata Surdek after 13 years, as I am certain that her experience, managerial skills, energy and excellent client contacts will provide strong foundations for the further dynamic development of CMS, as well as make it possible for the company to take full advantage of market opportunities.” 

“CMS’s current position on the Polish market, the scale the projects we have completed and our clients’ trust and loyalty are the best evidence of the effectiveness of the business strategy that we have consistently followed for many years. We will continue to create perfect conditions for the development of our lawyers as well as build on the efficiency, innovativeness and high quality of our services,” said Surdek, who will maintain her involvement in projects for clients in Poland, as well as keeping her position as head of the dispute resolution practice in the CEE region.

Surdek graduated from the Faculty of Law and Administration and the Faculty of International Relations at the Marie Curie-Sklodowska University in Lublin, as well as in International Commercial Arbitration from Queen Mary College, University of London, and in European Union Law from King’s College, University of London. 

Dentons and Allen & Overy have announced that they advised Metem Hungary Kft. and GE Hungary Kft., respectively, as part of GE’s global acquisition of Metem Corporation.

Metem is a U.S.-based provider of precision cooling hole-manufacturing technologies that enable turbine engines to function more efficiently, saving costs, increasing operation time and reducing emissions. 

According to a GE press release, “by bringing the Metem cooling hole-drilling capability in house, GE expects to realize supply chain efficiencies and reduce costs as it continues to strengthen its advanced, high-efficiency portfolio. GE’s HA gas turbines can achieve more than 62 percent efficiency. Achieving that level of efficiency subjects heavy-duty gas turbines to very high temperatures during operations, making metals weaker. With heavy-duty gas turbine blades operating under high temperatures and experiencing significant centrifugal stresses, turbine blade cooling is an important component of GE’s next generation of advanced gas turbines.”

GE also announced that Metem’s entire workforce of approximately 270 employees, as well as the company’s facilities and resources in New Jersey, Pennsylvania, and Hungary, will be integrated into GE over the next six to 12 months. Metem’s headquarters in Parsippany, New Jersey, will be transformed into a Center of Excellence for GE Power.

The Dentons team advising on Hungarian aspects of the deal consisted of Partner Edward Keller, Counsel Marton Kertesz, and Associate Reka Szaloky.

The Budapest-based members of Allen & Overy’s team advising on the Hungarian elements of the deal consisted of Partner Zoltan Lengyel and Associate Csilla Gyori.

The real estate market is in the spotlight in Romania, according to Bogdan Papandopol, Partner at Dentons in Bucharest.

Specifically, the country is “seeing the logistics area going quite well,” Papandopol explains, with developments in and around Bucharest leading the pack. He notes that the capital city is not alone in registering growth, pointing to an increased level of investments occurring in other large Romanian cities as well, including Arad, Ploiesti, Constanta. The office real estate market is also registering healthy growth, the Dentons Partner reports, in particular in Bucharest. Also notable is the shopping center sector, and Papandopol reports that, “while not as big as the logistics sector, we are definitely seeing some good deals in commercial real estate not only in Bucharest but also other major cities in Romania.”

In regard to the residential real estate side, Papandopol points to the recent so-called “Darea in Plata” (“giving in payment”) legislation, which affects credits with a value under EUR 250,000 meant to fund the purchasing, building, or refurbishing of residential real estate. The main update is intended to help consumer notify their banks and initiate a procedure that ultimately results in returning the collateral to the bank and discontinuing the loan. “We have to see the impact this will have on banks and how this will be reflected either in terms of the conditions that banks set up, the end cost of credits, durations of loans, etc.,” Papandopol repots. “Ultimately, it does look like it will make it more difficult to access such loans which may impact the residential landscape.” As to the driving force behind the legislation, the Dentons Partner notes that “it is difficult to comment precisely as to the cause of it in an electoral year. This was a widely-discussed legislative update. We’ll see, based on how banks react, if that legislation will impact on the development of the residential projects.”

Editor’s Note: This report is part of our newly-expanded “The Buzz” feature, which provides regular coverage of the events, trends, and developments of significance in and across CEE’s legal markets from the perspectives of the senior lawyers who work within them.