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Allen & Overy and Dorda have advised TNT Express N.V. the intended disposal of its Innight Business in Germany, Austria, Belgium, and the Netherlands to Special Situations Venture Partners III Fund, advised by Orlando Management AG.  DLA Piper advised the buyers.

The transaction involved a competitive bidding process in which several bidders negotiated until shortly before the end of the transaction. The final purchase price was not disclosed, and the completion of the transaction, which is structured as combined asset and share deal, is subject to the approval of the competent merger clearance authorities.

Allen & Overy provided advice to TNT Express on German, Dutch and Belgian law, with Dorda advising on Austrian law. 

TNT Express is a global logistics company headquartered in Hoofddorp, the Netherlands, TNT Innight is a provider of night-time-express distribution services in Europe, especially in sectors such as automotive, agriculture, and engineering machinery. It employs about 1,300 people across 40 facilities in Northern and Central Europe. 

The SSVP funds have invested in medium-sized companies and corporate subsidiaries in the German-speaking region since 2001. The current portfolio has seven companies with an annual worldwide turnover of approximately EUR 1.5 billion.

The Frankfurt and Hamburg-based Allen & Overy team was led by Partner Matthias Horn and included Partners Hans-Peter Low and Heike Weber, Counsels Nikolai Sokolov and Christian Hilmes, Senior Associate Peter Seidel, and Associates Fabio Borggreve, Matthias Diegelmann, and Sebastian Schulz. In Amsterdam, Counsel Rens Bondrager, Senior Associate Arnold Keizer, and Associates Jelle Krings and Jasper Klopper provided advice on Dutch law. Brussels-based Partner Pierre-Olivier Mahieu and Associate Gabrielle de Vliegher provided advice on Belgian law.

The Dorda team advising TNT Express on Austrian law was led by Partner Bernhard Rieder, supported by Associate Miriam Lehner. 

TNT Express’s in-house team was led by Ype Hangelbroek, supported by Sandra Djuzic and Senior Legal Counsel Sarah Gerritse.

The Munich, Frankfurt, and Amsterdam-based DLA Piper team advising SSVP was led by Partner Dominik Stuhler and Counsel Kai Terstiege, and included Partners Konrad Rohde, Thilo von Bodungen, and Casper Hamersmaand, Counsel Raimund Behnes, Senior Associate Britta Jilge, and Associates Olga Blaszczyk, Marcel Hugel, Till Basfeld, Sebastiaan Brommersma, Leopold Ecker, and Wouter Kolkman.

Sayenko Kharenko and Linklaters have advised the banks and Avellum and White & Case have advised the Ukrainian Ministry of Finance on a series of significant loan restructurings to the State Road Agency of Ukraine (Ukravtodor).

In the first transaction, Sayenko Kharenko and Linklaters advised Citibank and Sberbank on the restructuring of a sovereign-guaranteed loan provided by the two banks to Ukravtodor with an outstanding principal amount of EUR 37.3 million and on the restructuring of two sovereign-guaranteed loans Sberbank provided to Yuzhnoye State Design Office and Ukravtodor with an outstanding principal amount of approximately USD 367 million. White & Case and Avellum advised the Ministry of Finance of Ukraine on the transaction, which, according to Sayenko Kharenko, “represented one of the series of successfully completed restructuring exercises conducted in accordance with the requirements of the IMF’s Extended Fund Facility.”

Under the terms of the restructuring, all three loans were converted into sovereign Eurobonds and GDP-linked securities with 75% of the outstanding loans amount exchanged for Ukraine’s 7.75% senior notes due 2019, and 25% of the outstanding loans amount exchanged for Ukraine’s GDP-linked securities.

In the second matter, Linklaters and Sayenko Kharenko advised VTB Capital (Britain) on the restructuring of a government-secured loan to Ukravtodor with an outstanding principal amount of USD 100.8 million. White & Case and Avellum advised Ukraine’s Ministry of Finance on that deal as well. The restructuring conditions include a haircut of 25% of the nominal debt — USD 25.2 million — and issue of government warrants for the same sum. The rest of the debt of USD 75.535 million will be converted into eurobonds that will become due on September 1, 2019.

The Sayenko Kharenko team advising on the transactions was led by Partner Nazar Chernyavsky and included Counsel Anton Korobeynikov and Associate Taras Shyb.

The Linklaters team was led by Moscow Partner Dmitry Dobatkin and included Managing Associates Vladimir Gogokhia and Adrian Newell and Counsel Simon Few.

The Avellum team was led by Partner Glib Bondar, supported by Lead Associates Artem Shyrkozhukhov and Taras Dmukhovskyy and a team of lawyers including Taras Stadniichuk, Anastasiya Voronova, Pavlo Shevchenko, and Orest Franchuk.

White & Case had not replied by the time this article went to print.

Deloitte Legal has announced that former Soltysinski Kawecki & Szlezak (SK&S) Partners Pawel Moskwa and Jan Jarmul and former Modzelewska & Pasnik lawyer Katarzyna Karasiewicz have joined the firm in Warsaw.

Moskwa, who joins as Partner, specializes in civil and commercial law — particularly in issues related to the acquisition and restructuring of companies. He advises on mergers, demergers, and transformations of companies and matters relating to the commercialization and privatization of enterprises. His main focus is on clients in the FMCG sector. Moskwa also advises in the process of complex litigation and arbitration proceedings (including common courts, KIG, ICC, and UNCITRAL). He got his law degree from the University of Warsaw.

Jarmul, who also joins as Partner, focuses on corporate and civil commercial law and advises clients in M&A transactions and restructuring projects. He was a member of the German Desk at SK&S, which he joined in 2005. Previous professional experience included positions with Haarmann Hemmelrath in Warsaw and Berlin and Roedl & Partner in Warsaw.

Karasiewicz, who joins as Associated Partner, specializes in competition law, consumer law, state aid, and public procurement. She advises entrepreneurs in e-commerce and regulated sectors, primarily energy and transport. Deloitte Legal reports that “she also worked for leading corporations in FMCG, AGD, telecommunication, automotive, construction and banks.” She also worked with SK&S (from 2010-2015), with Marek Wierzbowski and Partners (2007-2010), and as Senior Specialist in the Department of European Law and International Cooperation in the Polish Ministry of Justice (2003-2007).

Deloitte Legal describes Karasiewicz as “an experienced litigator representing clients before the administrative bodies and courts,” and says that she has “represented companies before Polish and European competition authorities in competition and consumer law cases, as well as before National Appeals Chamber in public procurement cases. Her practice includes cartel cases, vertical arrangements cases (e.g. vertical price fixing in petrol sector and luxury goods market) selective distribution agreements as well as abuse of dominance and merger control cases.”

Karasiewicz holds a Ph.D. from the Faculty of Law of the Warsaw University and a postgraduate diploma in Economics and Competition Law from King’s College London. 

Alrud has announced that it advised Russian mining and metals company Mechel PAO in “offering Gazprombank AO the option to purchase 49% of shares in the Elga coking coal deposit development project for RUB 34.3 billion.”

According to Alrud, the agreement obligates Mechel to sell Gazprombank 49% of shares in Elgaugol OOO, the project operator company and owner of its subsoil license, 49% of shares in Elga-Doroga OOO, which owns the Ulak-Elga railroad, and 49% of shares in Mecheltrans-East OOO which is the railroad’s transport operator. The cash acquired through this deal will be used to repay Mechel’s debt to Sberbank PAO and Sberbank Leasing AO. Partial debt repayment is a condition for restructuring of Mechel’s debt to Sberbank PAO.

The Alrud team consisted of Partners Alexander Zharskiy and Andrey Zharskiy, Senior Associate Oleg Ezhov, and Associate Sergey Khanaev, among others.

Drzewiecki Tomaszek (DT) has announced that on April 29, 2016, the Regional Court for Warsaw — Srodmiescie, as the court of first instance, accepted the statement of claim submitted by DT client Jedrzej Trzcinski against mBank S.A. in relation to the indexation clauses of a CHF-denominated mortgage loan agreement.

According to DT, “the Court ruled that the provisions within the loan agreement concerning the methods of establishing exchange rates and interest rates were unlawful as the bank did not specify the mechanism for establishing the exchange rate and reserved itself the right to fix the exchange rate unilaterally. As a result, the Court decided that such methods of indexation of foreign currencies do not bind the customer, however all other provisions of the loan agreement remain in force unaltered. On this basis the Court ruled that the compensation for the customer is the difference between the interest rates that the customer had paid and the interest rates that the Bank was actually allowed to charge had it not applied unlawful indexation clauses.”

DT claims that the court’s judgment “constitutes a very important sign for debtors claiming their rights against banks applying arbitrary and abusive indexation clauses,” and says that “in relation to CHF-denominated mortgage loans this is probably the first judgment in Poland where a court awarded compensation to a customer.”

mBank was represented by Kancelaria Prawnicza Krzysztof Gajewski.

Clifford Chance has announced today that Jared Grubb has been appointed Istanbul Office Managing Partner, taking over from the office’s founding Managing Partner Simon Williams who is returning to London to focus on client work.

Grubb, who was previously Kyiv Office Managing Partner for Clifford Chance before the firm closed that office in December 2015 (as reported by CEE Legal Matters on December 7, 2015), commented: “I am delighted to be joining the office and look forward to working with colleagues as we continue to build our presence in Turkey and the wider region. This is an important market for our clients, and our ability to deliver international and local advice seamlessly gives us the best platform to advise clients on their most important projects in the region.”

Simon Williams comments: “I am hugely proud of the work we have done for clients in my time here. In just five years we have consolidated our position as one of the leading international firms in this important market. I will greatly miss seeing my colleagues every day, but look forward to continuing to work with them and many of my current clients after my return to London.”

Established in 2011, Clifford Chance’s Istanbul office operates under a consultancy arrangement to deliver local law advice with Turkish law firm Yegin Ciftci Attorney Partnership. It claims to have been involved “in almost every major infrastructure, energy and leveraged finance transaction in the market for both domestic and international clients.”

Hungarian banking expert Csilla Kovari-Graner has become the new Head of Corporate Legal at Erste Bank Hungary.

Kovari-Graner began her career in 1999 with CMS Cameron McKenna after graduating that year from the Jozsef Attila University of Law in Szeged, Hungary.  In 2004, after four and a half years at CMS, she started her own office — the Kovari and Graner Law Firm — before moving in-house with CIB Bank in January 2009. In June 2011 she moved to Erste Bank Hungary as Restructuring Manager and Legal Counsel, where she stayed until June 2014, when she returned to Kovari and Graner. In February of this year she returned to Erste Bank Hungary as Head of Corporate Legal (one of three departments in the “Legal Directorate” of Erste Bank Hungary, along with General Legal and Retail Legal).

In response to inquiries by CEE Legal Matters, Kovari-Graner explained that “working for Erste Bank Hungary is an excellent opportunity. Erste Bank is growing quickly, which is very challenging; it requires a professional, creative, and constructive approach and hard work from everyone but also provides opportunities for personal development and success.” She added that her new colleagues are “really great and supportive,” noting that “I have a very strong and brilliant team both from professional and human point of view.” She concluded: “Overall this is a very good place to work which provides the opportunity to be a better professional while also respecting people’s lives and allowing them to maintain a healthy work life balance.”

AstapovLawyers has announced that it will act as a legal advisor of Kyiv’s Euro Marathon.

According to AstapovLawyers, the Marathon — which will be held on May 15th as part of the Europe Day celebrations in Ukraine — “will be conducted with the support of the Ministry of Foreign Affairs of Ukraine, Ministry of Youth and Sports of Ukraine, Kyiv State Administration, and the Athletics Foundation.” AstapovLawyers “will provide a full range of legal services, including advice on sports and medical law, [and] advice on compliance with intellectual property rights,” and lawyers from the firm “will monitor the implementation of security measures when carrying out mass sports activities with the participation of lay people.”

Participants will be able to choose one or more events: Marathon, the Marathon Relay race, a 12 km, a 6 km, a 1 mile charity race, and a school relay. The races will be held in the Pechersky district of Kyiv, and the start and finish will be held at the Olympic National Sports Complex — the main sport venue in the country. 

In February of this year AstapovLawyers announced that it will act as legal advisor of both the Kyiv Chess Federation and the Ukrainian Tennis Federation in 2016 (as reported by CEE Legal Matters on February 16, 2016 and  February 26, 2016).

Allen & Overy LLP advised Oesterreichische Kontrollbank on legal aspects of its public offering of USD 2.0 billion of 1.125% Guaranteed Global Notes due 2019. The bonds are guaranteed by the Republic of Austria and will be listed on the regulated market of the Luxembourg Stock Exchange.

This marks A&O’s second representation of Oesterreichische Kontrollbank in connection with a public offering this year already, as it also advised OeKB on its January offering of USD 1 billion of 1.500% Guaranteed Global Notes due 2020, also listed on the regulated market of the Luxembourg Stock Exchange (as reported by CEE Legal Matters on January 15, 2016).

The Frankfurt-based Allen & Overy team advising OeKB in this transaction consisted, again, of Partner Marc Plepelits and Senior Associate Martin Schmidt.

Musat si Asociatii has successfully represented Societatea Romana de Televiziune in an international commercial arbitration involving claims filed by the American film production and licensing company New Films International Inc. amounting to approximately EUR 5 million.

According to a Musat si Asociatii press release, on May 5, 2016, the Arbitral Tribunal of California, USA, established under the auspices of the Independent Film & Television Alliance (IFTA) — a permanent arbitral institution specialized in settling the disputes in the film and media industry — entirely rejected New Films International’s claims that Televiziunea Romana (TVR) had violated obligations to buy TV series from New Films.

The firm reported that, “the dispute submitted to the analysis of the IFTA Arbitral Tribunal arose from the collaboration initiated 5 years prior between the two contractual partners, within negotiations regarding the conclusion of a film licensing contract, with extremely detrimental clauses for TVR, such as the obligation to buy TV series as long as they are produced.”

“The settlement of the dispute involved, apart from the analysis of complex aspects of international arbitral procedure, the examination and application of international private law standards on law conflicts, of the European law, as well as of certain issues of substantive law applicable to the film and media industry,” explained Musat Co-Managing Partner Gheorghe Buta. “The victory represents a recognition of the experience and performance of Musat & Asociatii in the field of international arbitration disputes.”

Musat’s international arbitration team was coordinated by Buta and Managing Associate Stefan Dudas, and included Senior Associates Iuliana Iacob and Ramona Cirlig, and Associate Razvan Bratila.