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Squire Patton Boggs offices in Warsaw and Brussels, with the assistance of Voicu & Filipescu in Romania, have advised Avallon on its (reportedly) EUR 100 million acquisition of NovoTech Polska from Time Technoplast Ltd. The transaction concluded on June 5. Deloitte Legal advised Time Technoplast, and Dentons represented ING Bank Slaska, the financing bank.

Time Technoplast, an Indian company specializing in manufacturing packaging for Asian markets, founded NovoTech Polska — which produces car components from polymers — several years ago. Avallon’s acquisition included NovoTech’s mud flap factory in the Polish town of Kostrzyn, and equity stakes in NovoTech subsidiaries in Romania and Belgium. 

Squire Patton Boggs lawyers working on the deal included Warsaw-based lawyers Michal Karwacki, Pawel Magierowski, Malgorzata Olech, Ewelina Witek, Ewa Lis-Lewandowska, and Hubert Binkiewicz, Brussels-based lawyers Anthony van der Hauwaert and Thibault Viane. The team also included Voicu & Filipescu lawyers Carmen Dutescu and Simona Merdariu. 

ODI has advised the Hidria Group on a EUR 150 million out-of-court financial restructuring process, as well as all legal aspects of corporate reorganisation. Dolzan, Vidmar & Zemljaric advised the consortium of eight banks involved in the restructuring.

Within its restructuring process, the Hidria Group – which operates in automotive and industrial segments – carried out a number of other procedures, including operations aimed at establishing a transparent corporate structure by dividing core companies and non-core pool of companies under the newly established special purpose vehicle intended for divesture of non-core assets. 

In addition, Hidria successfully found a strategic partner, the Swedish multinational company Lindab AB (a globally renowned designer, developer, manufacturer, and distributor of system solutions for simplified construction and indoor climate control), which acquired Hidria’s climate business (reported on by CEE Legal Matters on June 3, 2015), during which process ODI advised on an annex to the master restructuring agreement, side agreement, and comfort letter as well.  

Hidria’s Executive Director and CFO Gasper Svetlik said: “By reaching a five year restructuring program, Hidria, together with its financial creditors have taken a major step towards a sustainable sets of financing terms. We thank ODI team for their top level legal support during this difficult and complicated process, which strengthens Hidria’s position among top auto-moto producers in the world.”

Lea Vatovec, an ODI Senior Associate working on the restructuring, said: “Working on one of the most extensive, complex and challenging out-of-court financial restructurings in Slovenia, accompanied by numerous set of corporate documents prepared simultaneously as to achieve corporate reorganisation of the Hidria Group, was an encouraging task.”

The ODI team was jointly led by Ljubljana-based Managing Partner Uros Ilic and Senior Associate Lea Vatovec, and included Senior Associates Tilen Tacol, Lea Pecek, Katarina Skrbec, and Associates Uros Brglez, Miha Babic, and Belgrade-based Partner Milos Curovic and Associate Ivana Drobac. 

PwC acted as financial advisors for Hidria.

Norton Rose Fulbright has advised Abris Capital Partners, acting through its subsidiary CLRD, on the acquisition of 100 per cent of shares in Graf-Poz, a Polish premium cardboard packaging manufacturer. A Norton Rose Fulbright spokesman said she was not authorized to reveal the identity of the firm representing Graf-Poz.

Abris Capital Partners is an independent private equity fund management company that focuses on investment opportunities in medium-sized undertakings in the CEE region.

The Norton Rose Fulbright team on the transaction was led by Partner Piotr Strawa, who heads the Warsaw corporate and M&A practice, assisted by Senior Associates Agnieszka Braciszewska and Joanna Braciszewska-Szarapa.

Egorov Puginsky Afanasiev & Partners (EPAM) has successfully completed one of the first Russian securitization of car loans.

Under the securitization, the originator — Credit Europe Bank Ltd. — transferred a portfolio of car loans amounting to RUB 12.5 billion (approximately EUR 208 million at current exchange rates) to the issuer, SFO Europa 14-1A LLC. According to EPAM, the resulting product — bonds with car loans as collateral — is a first on the market.

According to EPAM, “this securitization was the first to successfully test the new structural and legal mechanisms provided by the ‘Securitization Law’ (Federal Law No. 379-FZ dd. December 21, 2013), including bond issue by a new type of Russian SPV, special-purpose financial vehicle, the use of an escrow account to secure the rights of bondholders, new ways to reduce risk of bankruptcy of the issuer, and many others. The senior tranche bonds were purchased by market investors, which distinguishes this deal from the majority of capital markets transactions in Russia in recent years, where the senior-tranche bonds are normally bought by the originator banks themselves, by the issuer’s affiliates, or by development institutions.”

According to EPAM, the deal included the following features:

• The issuer issued two tranches of bonds: Class A bonds (senior tranche) and Class B bonds (junior tranche), both secured by the pledge of the same collateral: car loans and the issuer’s rights under the bank account agreement. The issuer’s obligations under the junior tranche bonds are to be performed after and subject to the performance of the issuer’s obligations under the senior tranche bonds. 
• The Class A bonds were assigned an investment grade by two international rating agencies: Baa3 by Moody’s Investors Service, and BBB- by Standard & Poor’s.
• The issuer placed the senior tranche bonds with a total nominal value of RUB 7.8 billion on the Moscow Exchange. The demand for the Class A bonds has substantially exceeded the placement amount.
• The junior tranche bonds, as is customary in securitization transactions, have been placed to Credit Europe Bank Ltd. by private subscription, which, on the one hand, provided credit enhancement to the senior tranche bonds’ credit-worthiness, and, on the other hand, ensured compliance with the legislative requirements related to the originating bank taking on the risks.
• The securitization was the first to use pledge accounts opened with several banks, testing a complex collateral pool structure (i.e., “revolver”), to provide for a mechanism of accelerated bond amortization subject to terms as defined by the issue documents, to develop a unique system for monitoring compliance over the main parameters of the securitization.

“Supporting a deal which is very unique for the Russian market is a real professional feat for the firm,” said Dmitriy Glazounov, the Head of EPAM’s Banking & Finance, Capital Markets Practice, who led his firm’s team on the deal. “We were actively involved in the preparation of the legislative framework to allow for the securitization of a wide range of financial assets in Russia. Work on the regulatory system began in 2007, and it later received a fresh impetus with the support of the Central Bank. It wouldn’t be an exaggeration to say that the Credit Europe Bank deal not only marks a new stage in the development of the Russian legislation on securitization, but in fact confirms that the legal framework for such transactions is in place, and ready for use. This deal will open a new chapter in the history of the Russian securities market. My colleagues and I have been waiting for this moment for a long time, and have done everything possible to speed up the process. A number of ambitious tasks and challenges were resolved during the course of the deal: together with the Bank of Russia, new Russian legislation was implemented for the first time. The deal also established structural and contractual mechanisms to allow senior bonds to be rated above the sovereign bond rating by two international rating agencies at once, which ensured a strong investor interest despite the turbulent times. We believe that this pilot transaction will be followed by other placements of bonds with consumer loans, SME loans, shared construction, leasing or factoring agreement claims and other financial assets used as collateral.”

“Our transaction was carried out in parallel with the development of a regulatory framework,” commented Sergey Ogorodnikov, the Deputy Head of the Department for Regional Development at Credit Europe Bank. “Its implementation required the development of new structural and legal instruments, further, the transaction was tested by the difficult conditions of the collapsed market. In the end, the deal closed on a high, both in terms of numbers and as an emotions. We were able to realize our plans: we issued a debt instrument with a rating 2 points higher than the sovereign, we found intelligent investors who assess risks in accordance with the emission documentation, and we found the right price balance. And I think, most importantly, we have laid one more path to facilitate the formation of a liquid market for ABS, we invite all those willing to join us!” 

Glazounov was supported by EPAM Senior Associates Ilya Bareysha and Oleg Ushakov, and Associates Vladimir Goglachev, Nadezhda Morgunova, and Olga Zhuravleva.

Egorov Puginsky Afanasiev & Partners (EPAP) Ukraine has assisted the global chemicals company Kemira Oyj with obtaining merger clearance from the Antimonopoly Committee of Ukraine for the acquisition of the paper chemical business of AkzoNobel, the largest global paints and coatings company.

The transaction closed on May 4, 2015, after obtaining the Antimonopoly Committee’s approval. The deal was first announced on July 8, 2014. The value of the transaction is EUR 153 million.

Kemira Oyj is a global chemicals company serving customers in water-intensive industries. The company’s focus is on pulp & paper, oil & gas, mining, and water treatment. In 2014, Kemira had annual revenues of EUR 2.1 billion and around 4,250 employees. Kemira shares are listed on the NASDAQ OMX Helsinki Ltd.

AkzoNobel is a leading global paints and coatings company and a major producer of specialty chemicals. Headquartered in Amsterdam, AkzoNobel employs approximately 46,000 people in some 80 countries, with a portfolio that includes well-known brands such as Dulux, Sikkens, International, Interpon and Eka.

As the result of the transaction, six of the AkzoNobel paper chemicals manufacturing sites and approximately 350 employees transferred to Kemira. Kemira also increased the production capacity of its own paper chemical manufacturing sites in order to “realize expected production synergies.” According to EPAP, “the integration period of the transaction is expected to last approximately two years and result in EUR 15 million net synergies on an annualized basis.” The production sites transferred to Kemira are located in South Korea, Thailand, Indonesia, Australia, Spain, and Italy.

EPAP Ukraine’s competition team was led by Partner Oksana Ilchenko, and included Counsel Oleg Boichuk, Associates Oksana Franko and Nadiia Dmytrenko, and Junior Associate Rostyslav Zeleniuk.

DZP has announced that it advised GlaxoSmithKline on Polish aspects of its global three-part conditional transaction with Novartis AG involving GSK’s acquisition of Novartis’s global vaccines business (excluding influenza vaccines), Novartis’s acquisition of GSK’s oncology business, and the mutual creation of a consumer healthcare joint venture. The transaction covered 52 jurisdictions.

The DZP lawyers who advised GSK in Poland were Partners Marcin Matczak and Bartosz Marcinkowski and Senior Associates Michal Czarnuch and Marcin Kulinski.

Borenius Russia is assisting Telko Oy — a leading Finnish distributor of industrial chemicals, oils, and polymers — in its acquisition of 32,800 square meters of land for construction of an industrial and logistics complex in Greenstate industrial park from YIT St. Petersburg.

The letter of intent was signed by Kalle Kettunen, the CEO of Telko Oy, and Mikhail Voziyanov, the general director of YIT St. Petersburg, within the official program of the St. Petersburg International Economic Forum. The ceremony was attended by the acting governor of the Leningrad region, Aleksander Drozdenko, and Vice-Governors Roman Markov and Dmitry Yalov.

Image Source: yit-greenstate.com

Denton has advised long-standing client the Region Group of Companies on the acquisition of the Mercedes-Benz Plaza, located on Leningradskiy prospect 39A, in Moscow. According to Dentons, the identity of the seller is confidential.

Mercedes-Benz Plaza covers a total area of 16,481 square meters and is a modern high quality Class A office building used as the headquarters of Mercedes-Benz in Russia. The building is also combined with Daimler’s car dealership for sales of Mercedes-Benz cars. The property has frontage on Leningradskiy prospect, one of the key traffic arteries in Moscow.

Sergey Trakhtenberg, Head of Dentons Russian Real Estate Practice, commented: “We are delighted to have served our long-standing client Region Group of Companies in this landmark acquisition …. We also hope that this transaction will serve as an indication of growing activity on the Russian real estate market.”

Anatoly Hodorovskiy, Deputy CEO of Region Investment Company, the Group’s official representative, commented: “We consider Mercedes-Benz Plaza as a superb quality investment asset. Long-term relations with a prominent and reliable tenant such as Mercedes-Benz provide property with ability to generate a stable long-term cash flow for us and our clients. We will hold Mercedes-Benz Plaza through a mutual investment fund – our traditional and proven investment tool.”

Karanovic & Nikolic has advised Air Serbia, the Serbian flag carrier, in negotiations over and the eventual conclusion of the first collective bargaining agreement signed by the company in the last 20 years.

The negotiations, which lasted for more than 3 months, involved numerous meetings and various drafts being circulated. A mediator from the Agency for Peaceful Settlement of Labor Disputes was also actively included in the negotiations, which were concluded on June 5, 2015, when the management of Air Serbia and the representative trade unions signed the Collective Bargaining Agreement.

Specialists Milena Jaksic-Papac, who head’s the firm’s employment practice, and Mirko Kovac, a senior member of the employment team, led Karanovic & Nikolic’s team on Air Serbia’s behalf.

Image Source: InsectWorld / Shutterstock.com

Vadym Belyanevych, Senior Counsellor with Vasil Kisil & Partners, was elected a member of the High Council of Justice of Ukraine by the Third Congress of Attorneys of Ukraine, held in Kyiv on June 12, 2015.

Belyanevych took the High Council oath of office before the Congress of Attorneys of Ukraine, according to the Ukrainian “On the High Council of Justice” law. As obliged by the Ukrainian law prohibiting public officials from holding two positions at the same time, he terminated his employment with Vasil Kisil & Partners on June 17, 2015. 

Belyanevych joined Vasil Kisil & Partners as a Counsellor in 2006. He is also a member of the Academic Advisory Board of the Superior Commercial Court of Ukraine, the Council on Judicial Reform under the President of Ukraine, and the Constitutional Commission under the President of Ukraine.

“We highly appreciate the valuable input made by Vadym Belyanevych into VKP’s work, into the development of our litigation practice group and the firm as a whole and congratulate him on having been elected to such an important public position,” said Senior Partner Vasil Kisil. “Vadym is a seasoned professional with an impeccable reputation who raised a few generations of lawyers, helping them on their path to becoming professionals. People like him are what the Ukrainian judiciary needs today.” 

“I am grateful to Vasil Kisil & Partners for our fruitful cooperation for over nine years, for my involvement in the resolution of interesting legal matters, and for a strong teamwork of our lawyers with whom I have been lucky to work,” said Belyanevych. “Now I have important work ahead of me at the government agency entrusted to establish a highly professional and responsible judiciary.”