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Vasil Kisil & Partners has successfully represented the interests of Hongyang Metal Industry, an international investor in the manganese ore industry in Ukraine, in several disputes with the state before the Ukrainian commercial courts. The disputes involved the state’s claim that orders by the Main Department of the State Agency of Land Resources of Ukraine in Ukraine’s Zaporizhia region regarding lease-out of 137 hectares of state-owned agricultural land plots and the change of their intended use towards manganese ore extraction and processing were unlawful and therefore invalid.

The state argued that the Department had acted in excess of its statutory authority in issuing the orders to lease out the land plots and change their intended use.

According to a VKP statement, the local commercial court dismissed the state’s claims in their entirety, concluding that there were no grounds for find the orders and lease agreements unlawful or invalid as, according to the legislative amendments of 2013, the State Agency of Land Resources of Ukraine and its territorial bodies are authorized to dispose of state-owned agricultural lands for all needs. 

The state is already pursuing its appeal of the commercial court’s decision.

Hongyang Metal Industry is a subsidiary of the Chinese ore mining company Hubei Changyang Hongxin Industrial Group, which has made large investments into the manganese ore industry in Ukraine. Hubei Changyang Hongxin Industrial Group is China’s second largest mining company specializing in the production of manganese ore, metal structures, anode plates, and hydropower engineering.  

VKP managing Partner Andriy Stelmashchuk led the firm’s team on the matter, supported by Counsellor Oleg Kachmar and Associate Yuriy Kolos.

Image source: en.hongxinjituan.com

Soltysinski Kawecki & Szlezak has advised the Blue City, Blue Office, and Blue Parking retail-office center in Warsaw on the EUR 185 million refinancing by ING Bank Slaski S.A., ING Bank N.V., and ING Bank N.V., London Branch, which were advised by Dentons.

Under a facility agreement signed on May 21, 2015, ING Bank Slaski and ING Bank N.V. granted Blue City, Blue Office, and Blue Parking credit of EUR 185 million to refinance their debt and financing of their current business activity — particularly in the extension of the shopping center in Warsaw by developing the cinema. The gross lease area of the retail center is approximately 66,000 square meters of commercial area, while the office complex is approximately 31,000 square meters in size.

The Soltysinski Kawecki & Szlezak team advising Blue City, Blue Office, and Blue Parking included Slawomir Uss, Marcin Olechowski, Witold Kurek, Anna Grzywinska-Okon, and Karolina Zajac.

The Dentons team responsible for the finance documents and due diligence process for the ING Group was supervised by Partner Mateusz Toczyski, the Head of the firm’s European Banking and Finance Practice, and Real Estate Partner Monika Sitowicz. Toczynski and Sitowicz were supported by Senior Associates Bartosz Nojek and Lukasz Zwiercan.

Image source: bluecity.pl

Squire Patton Boggs, Wystrand, and Voicu Filipescu have advised Raiffeisen Bank International AG in Vienna on the financing of the trade receivables of the Faurecia Group through Raiffeisen Factor Bank AG to the value of EUR 50 million.

Raiffeisen Bank International operates primarily in Austria and Central and Eastern Europe. In Austria, it serves the top 1,000 corporate customers in the country as the leading corporate and investment bank. In CEE, its subsidiaries serve 14.8 million customers in corporate, private and investment banking through some 2,850 business outlets.

The Faurecia Group is one of the world’s leading automotive suppliers. Based in Nanterre, France, and operating 330 locations in 34 countries, Faurecia is a market leader in the supply of car seat structures and mechanisms, emission controls and vehicle interiors. 

The cross-border Squire Patton Boggs Team advising Raiffeisen Bank International was led by Financial Services Partners Jens Rinze and Markus Schmucker, and included Financial Services Partner Paula Laird and Corporate Senior Associates Aymeric Malphettes and Marketa Lukesova in Prague. The financing scheme was governed by German, Czech, Swedish, English, French and Romanian law. 

The Voicu Filipescu team providing advice in relation to Romanian law was led by Partner Dumitru Rusu, the head of the firm’s banking and finance and capital markets practice, while tax implications were covered by Tax Partner Alex Tabacu, the head of the Voice Filipescu tax and accounting consultancy. 

Image source: faurecia.com

Buzescu CA has obtained another victory on behalf of low cost airline Wizz Air in Romania in a case in which Tuca Zbarcea & Asociatii and Vilau Associates were also involved.

The firm secured the dismissal of a claim of Carpatair in the Romanian Court of Appeals. Cairpatair was seeking a total of EUR 10.5 million in a case against Timisoara Airport for damages it claimed to have suffered from alleged state aid granted to Wizz Air in the form of discounts of airport charges. Wizz Air intervened in the case because it had a vested interest in the claim.

Lat year,  Wizz Air sued the Timisoara Airport in order to recover certain marketing fees due under a Marketing Agreement between them. The Cluj Tribunal admitted the claim of Wizz Air but the airport and Carpatair, as an intervenient in support of Timisoara Airport, appealed the decision before the Cluj Court of Appeals, and the High Court with both appeals being dismissed.

As was the case in last year’s appeals, Carpatair was represented by Tuca Zbarcea & Asociatii, and the Timisoara Airport by Vilau Associates (former Vilau & Mitel at the time).

Image source: wizzair.com

Baker & McKenzie has successfully represented the Hungarian energy company MOL before the European Court of Justice, which dismissed the EU Commission’s appeal against an earlier annulment by the EU’s General Court of an EU Commission decision alleging that MOL had received illegal state aid to the tune of HUF 30.4 billion (approximately EUR 103 million at the then-applicable exchange rate). According to Baker & McKenzie, “The rejection of the appeal on June 4, 2015, fully vindicates MOL and confirms its entitlement to a full refund plus interest.”

In dismissing the EU Commission’s appeal, the European Court of Justice upheld the General Court’s judgment that mining fees payable by MOL pursuant to a 2005 mining agreement with the Hungarian government did not confer on it any preferential treatment vis-a-vis its competitors.

Baker & McKenzie’s Brussels-based team consisted of Partner Fiona Carlin, Counsel Nina Niejahr, and Associates Melissa Healy and Christiaan van der Meer.

Partner Fiona Carlin said, “This is an important judgment that confirms the EU Courts’ readiness to put the onus on the Commission to properly substantiate its case.”  Nina Niejahr added that, “the European Court of Justice reminded the Commission that limited discretion by Member States authorities to determine the rates of additional fees by way of agreement must be distinguished from discretion the exercise of which automatically grants a selective advantage to an economic operator, as e.g. in the case of tax exemptions.”

Image source: molgroup.info

Wolf Theiss has acted as Slovenian legal adviser to UniCredit, BNP, KKR, Credit Suisse, Citigroup, Raiffeisen Bank, ING Bank, and Banca IMI as the purchasers in connection with the issue of the EUR 150 million of 7.875% Additional Senior Secured Notes due 2020 of the United Group.

The United Group is the largest alternative Pay TV platform in the former Yugoslavia, providing television, Internet, and fixed and mobile telephony to a large number of households and offices in the region through its cable, DTH, and OTT platforms. Since March 2014 the company is majority-owned by KKR.

The Additional Senior Secured Notes were offered to the purchasers of the Original Notes issued in November 2013 with an aggregate principal amount of EUR 475 million. The Original and the Additional Notes form part of the same series and are treated as single class. The Additional Senior Secured Notes were issued in connection with the acquisition of Tusmobil d.o.o., a Slovenian mobile telephony services provider, which was finalized in April 2015.

The Wolf Theiss team was led by Partner Markus Bruckmuller, and included Senior Associate Klemen Radosavljevic and Associate Neja Nastran and Ziga Dolhar. The team stepped in to assist the United Group high yield bond process on short notice and provided the client with all necessary support, including drafting part of the litigation section in the prospectus, as well as providing a standard legal opinion on the securities documentation. 

CMS has successfully advised PZU on the financing of one of the biggest transactions on the Polish real estate market – Echo BV’s acquisition of a 41.55% stake in real estate developer Echo Investment. Echo BV was represented by Weil, Gotshal & Manges.

Echo BV — which is indirectly owned by Griffin Topco III (an entity controlled by a fund managed by Oaktree Capital Management) and Bravo II (a fund managed by Pacific Investment Management Corporation) — acquired a 41.55% stake in Echo Investment. The main stakeholder of Echo Investment – one of the largest Polish-financed development companies in CEE, and listed on the Warsaw Stock Exchange – was FTF Columbus, an entity controlled by Michal Solowow, a Polish businessman. 

The Echo Investment acquisition was approved by the European Commission on May 22, 2015.

The transaction was financed by the Universum Specialized Open-end Investment Fund, a subsidiary of PZU, Poland’s largest insurance company. The acquisition of the 41.55 per cent stake in Echo Investment was financed from a five-year loan granted by the PZU fund. The total value of liabilities under agreements concluded with the companies acquiring Echo and the guarantee agreement concluded by PZU is not to exceed PLN 1.665 billion (approximately EUR 402 million, at today’s rates).

It has been reported that, shortly after the acquisition, the investors will announce a mandatory tender offer up to 66% of Echo’s shares, which will also be guaranteed by PZU.

The CMS team included Of Counsel Beata Barwinska, Lawyer Paula Hryckowiak, and Senior Associate Anna Wawrzynczak. 

The Weil team advising Echo BV was led by Partner Pawel Zdort, and included Counsel Zofia Frydrychowicz, and Associates Filip Uzieblo, Anna Blonska, Jakub Domalik-Plakwicz, Jakub Kutzmann, Wojciech Czyzewski, Marcin Gruszka, Bartlomiej Szczepanski, and Tomasz Bakowski.

Image source: echo.com.pl

On June 11, 2015, Corporate/M&A lawyer Marta Kosiedowska has been promoted to Partner at the BWW Law & Tax law firm in Warsaw.

Kosiedowska specializes in M&A, corporate advisory, and real estate law. She speaks fluent Italian, and specializes in rendering advisory services to Italian clients. She also conducts real estate and M&A workshops, and publishes articles in these areas. 

She graduated from the University of Nicolaus Copernicus in Torun, Poland, and spend time as an international exchange student at Luiss Guido Carli in Rome. She started her career as a Trainee at the Polish Embassy in Rome in 2008, then was a Trainee in the Law Department of Danone in Warsaw that same year. She joined BWW in 2008.

“Marta Kosiedowska’s promotion is a token of our recognition of her knowledge, experience and many years of involvement in the work rendered to the benefit of BWW Law & Tax’s Clients, as well as an organisational growth of the company,” said Marek Wojnar, Managing Partner at BWW. “We believe that Marta’s promotion will be connected with a further development of the corporate and real estate departments, as well as – due to Marta’s versatile linguistic competencies – of the Italian Desk.” 

White & Case has acted as exclusive legal counsel on the sale by Mansa Investments, a wholly-owned indirect subsidiary of Kulczyk Investments, of 15.4 percent of the shares in Polenergia.

The share offer, which amounted to approximately EUR 46.5 million through an accelerated book-building, was addressed to institutional investors in Poland and other jurisdictions outside the US in accordance with Regulation S of the US Securities Act of 1933.

Societe Generale acted as Global Coordinator and with Bank Zachodni WBK and Dom Maklerski PKO Banku Polskiego as Joint Bookrunners.

The White & Case team advising on the deal included Warsaw-based Partner Marcin Studniarek, London-based Partners Doron Loewinger and Inigo Esteve, and Warsaw-based Local Partner Rafal Kaminski and Associate Marta Osowska.

Avellum Partners has advised MHP S.A. in connection with the exchange of the Voronezh Agro grain growing assets in the Voronezh region of the Russian Federation for the assets belonging to Agrokultura in the Lviv, Ternopil and Ivano-Frankivsk regions of Ukraine.

Avellum Partners advised on all aspects of the transaction, including transaction structuring, drafting and negotiating transaction documents, advising on security package, advising on pre-transaction restructuring, and debt assignment issues.

The deal was structured as a share exchange. The transaction also involved an exchange of intra-group debt between the parties. The deal was a pure swap of assets with no cash adjustments and was based on equal working capital.

Voronezh Agro operates 40,000 hectares of land and has 150,000 tonnes of grain storage capacities. Agrokultura operates 60,000 hectares of land and has 90,000 tonnes of grain storage capacities.

MHP is one of the leading agro-industrial companies in Ukraine, focusing on the production of poultry and cultivation of grain.

The Avellum Partners team was led by Managing Partner Mykola Stetsenko, with significant input of Senior Associate Yuriy Nechayev and Associate Yuriy Zaremba.

Image Source: ravagro.ru