On November 4, 2022, CEE Legal Matters reported that Gugushev & Partners had advised BlackPeak Capital on its acquisition of a stake in Telelink Bulgaria. CEELM reached out to Gugushev & Partners Senior Partner Victor Gugushev to learn more about the acquisition.
CEELM: To start, tell us how you landed this mandate.
Gugushev: It was a pretty straightforward situation. We have had a good relationship with the people from the fund for many years. For the specific mandate, we were invited for an introductory conversation to discuss the opportunity for mutual collaboration together. Shortly after, we presented our offer, which combined four different law office experiences and teams. That, in itself, is a challenge but, based on our long-term partnership with these law firms, particularly in cross-border transactions, we kept it comprehensive and informative, which served the goal in its full acceptance.
CEELM: At what stage was your firm involved and what do you believe it was that convinced the client to pick your team?
Gugushev: The Gugushev & Partners team was involved shortly after the beginning of the transaction. The term sheet had already been agreed upon by the parties, so we stepped in to kick off the LDD phase – domestically and abroad.
To answer the second part of the question, I believe that our previous track record in the M&A field was the deciding factor for BlackPeak Capital. We have successfully closed a significant number of M&A deals for the last two years, but, in my mind, it was our more recent successes with clients such as Glovo/Foodpanda, Remix, 60K, and many others. More to that, I am proud to say we work with most of the funds in the region (not only in Bulgaria), which makes us quite aware of the logic and philosophy of the ecosystem behind them.
CEELM: And what was your mandate specifically – and how did you break that down internally – who within the team covered what aspects of the deal?
Gugushev: In very broad terms, our work on the project consisted of two parts – the due diligence report and the preparation of the transactional documents required for the stake acquisition and capital increase. The report involved liaising with other law offices based in the respective jurisdictions of Telelink Bulgaria AD’s subsidiaries outside Bulgaria. The crucial pieces of documentation drafted by our team were the Share Purchase and Subscription Agreement (SPSA) and the Shareholders' Agreement (SHA), which also involved negotiation between the parties involved.
I was responsible for coordination with our international partners. The M&A team of Gugushev (in which I was actively involved, along with my Partner Dimitrinka Metodieva and Associate Sevdelina Rabuchieva) was responsible for the LDDR, transaction documents, and negotiations. The rest of our team was involved in different aspects of the LDDR – IP, employment, data protection, compliance, etc. Of course, our partners from the UK, Germany, and North Macedonia were responsible for their part of the LDDR, but we managed the process with them.
CEELM: What was in your opinion the aspect of the deal that was most complicated from a legal perspective?
Gugushev: The deal was not a straightforward acquisition of shares but also included an increase in capital. The multijurisdictional element was crucial – to assess all risks for the client that may come from signed contracts in the UK, Germany, and North Macedonia. Compliance and regulatory aspects were also complicated, in a way, to protect the interest of the client. Of course, the SPA and SHA negotiations were challenging, but all parties involved were constructive enough, so we could get things done and not waste time and money.
CEELM: In contrast, what went particularly smoothly and why do you believe that was so?
Gugushev: As I said, the project had its challenges, but when you are working with professionals and well-orientated buy and sell parties, it is not hard to find the right and diligent approach toward each topic raised. The team of the Gugushev & Partners Law Office has quite an extensive experience in the M&A field so, along with both sides, we have managed to straighten out all of the usual kinks involved in the process.
