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ILFS in CEE: What’s the Deal

ILFS in CEE: What’s the Deal

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The legal markets of Central and Eastern Europe are served by a growing cadre of strong domestic firms, an established collective of widely-recognized and genuinely impressive regional firms … and, of course, many of the largest and best international firms in the world.

Since this special issue of the CEE Legal Matters magazine is focused on English lawyers and law firms, we invited all the international firms doing work in CEE to highlight that work by selecting five deals they have helped bring to conclusion on in the past five years – just five deals, although all of them have of course worked on many, many more – to demonstrate their capabilities, experience, and geographic coverage. Here’s what they sent us.

Cleary Gottlieb Steen & Hamilton

In 2016, we advised the Qatar Investment Authority in its consortium with Glencore to purchase a 19.5% stake in Rosneft from the Russian state for EUR 10.2 billion, the largest privatization sale in Russian Federation history. QIA and Glencore committed EUR 2.5 billion and EUR 300 respectively, with the remainder provided by a set of complex secured financings by Italian and Russian banks. President Putin announced the deal to the nation in December 2016; it closed in January 2017.

In 2017, we advised Far Eastern Shipping Company PLC on a comprehensive restructuring of its more than USD 1 billion of indebtedness under two series of U.S. dollar-denominated Eurobonds, two series of rouble-denominated bonds, and certain bilateral facilities and helped FESCO obtain up to USD 680 million multi-currency secured financing from VTB Bank. Completed in just over a month, this hugely complex transaction was named Russia Deal of the Year at the 2017 CEE Legal Matters Awards.

In 2018, we advised Transmashholding, Russia’s largest manufacturer of locomotives and passenger rail cars, and LocoTech-Service, a leading Russian rolling stock maintenance company, on their combination with French multinational Alstom. The transaction, which involved a reorganization of ownership structure, renegotiation of the shareholders’ agreement between Russian shareholders and Alstom, and complex migration of the combined company’s holding structure from the Netherlands to Cyprus, was named Russia Deal of the Year at the 2018 CEE Legal Matters Awards. 

In 2018, we advised the Hellenic Republic on its offering of a EUR 2.5 billion ten-year benchmark bond was part of a series of notes that comprised Greece’s first bond offerings since the conclusion of the fiscal bailout programme in 2018. The offering marked Greece’s return to the international capital markets on a “normal course” basis, and it was named Greece Deal of the Year at the 2019 CEE Legal Matters Awards. Cleary also advised the Hellenic Republic on its 2012 restructuring, the largest-ever sovereign restructuring.

In 2018, we advised TPG on the USD 599 million sale of its 34% shareholding in Lenta to Severgroup and the parallel simultaneous sale by the EBRD of its 7.5% stake in Lenta for USD 130 million. The sales triggered a requirement for Severgroup to make a mandatory tender offer for all the remaining shares in Lenta, on which Cleary advised Lenta’s board. The transactions were named Russia Deal of the Year at the 2019 CEE Legal Matters Awards.

CMS

In 2019, we advised the sellers on the EUR 1.2 billion sale of Vivacom Bulgaria, the country’s leading telecoms and media operator with over 1.8 million customers, to United Group, an independent telecoms and media provider across South Eastern Europe. The private auction sale, one of the largest recent CEE transactions, was finalized in November 2019. The CMS CEE team was led by Partner Eva Talmacsi and included Consultant David Cranfield, Partner Ana Radnev, and Associates Szilvia Kabacs and Bogdan Buta.

In 2019, we advised international private equity firm Advent International and its portfolio company Zentiva on the acquisition of the CEE business of Alvogen. This transaction brought together two leading branded generics and over-the-counter businesses and involved the cooperation of more than 80 lawyers, led by CMS Partner Helen Rodwell, across 14 Jurisdictions, including the Czech Republic, Romania, Bulgaria, Hungary, Poland, Russia, UK, Netherlands and the Balkans. This deal followed Advent International’s EUR 1.9 billion acquisition of Zentiva from Sanofi.

We advised OTP on the acquisition of Societe Generale subsidiaries SG Expressbank Group, Sogelife Insurance Company, and SG Banka Albania, valued collectively at over EUR 600 million. Completed in 2019, the transactions form part of OTP’s SEE strategic expansion, strengthening its Bulgarian presence and facilitating its entry into Albania. Led by CMS Partner Eva Talmacsi, they are the first in an unprecedented mandate CMS won to advise OTP on multiple acquisitions across ten jurisdictions with a collective value of more than EUR 1 billion.

In 2018, we advised Liberty Global, the world’s largest international cable business, on the Czech, Hungarian, and Romanian aspects of Vodafone’s EUR 18.4 billion acquisition of Liberty Global’s European assets, which included the acquisition of Liberty’s Unitymedia business in Germany, as well as its UPC brand businesses across the Czech Republic, Hungary, and Romania. The team was led by Global Head of TMC Christ Watson and included CEE Partners Helen Rodwell, Lukas Janicek, Dora Petranyi, Aniko Kircsi, and Horea Popescu.

In 2018, we advised major private equity house Cinven on its acquisition Partner in Pet Food, a leading European pet food manufacturer, from Pamplona Capital Management. Headquartered in Hungary, PPF has nine manufacturing operations across Europe. The deal, led by Graham Conlon in CMS’ private equity practice, involved over 60 lawyers in seven jurisdictions and was approved by the EC in July 2018.

Dechert

In July, 2020, we advised the Republic of Albania, acting through its Ministry of Finance and Economy, on the issuance of EUR 650 million 3.50% Notes due 2027. The offering, which was almost five times oversubscribed, marked Albania’s first venture into the international capital markets since October 2018, when Dechert advised on its inaugural Rule 144A offering, the seven-year EUR 500 million 3.50% Notes due 2025 and simultaneous EUR 200 million capped tender offer of its existing EUR 450 million 5.75% Notes due 2020, recognized as a 2018 CEE Legal Matters “Deal of the Year.”

In July, 2019, we advised Mid Europa Partners on the acquisition and related financing of a majority stake in Mlinar d.d. from company founder Mato Skojo. Mlinar, the leading retail and wholesale bakery in Croatia, operates the largest bakery retail network in southeastern Europe, serving food and beverages to 36 million customers a year through 220 directly-owned stores in Croatia and Slovenia and via franchise stores across ten countries. Mr. Skojo retained a stake in the business after the acquisition.

In July 2018, we advised Coveris Holdings, a Sun Capital Partners portfolio company, on the EUR 700 million sale of its Global Rigid packaging business, consisting of manufacturing sites in Poland, Ukraine, and Hungary, to Lindsay Goldberg. The complex transaction, a carve-out involving 15 jurisdictions, was complicated by the contemporaneous sale of Coveris’s American operations to Canada’s Transcontinental. On its close, Coveris retained 25 strategically located manufacturing facilities in five countries, a strengthened balance sheet, and a total focus on its target market. 

In October 2017, we advised Mid Europa Partners in the acquisition of Profi Rom Food, Romania’s fastest-growing supermarket business. Dechert acted as lead transactional counsel and also advised on the acquisition financing. The transaction, which consisted of the acquisition of Profi Rom’s entire issued share capital, was carried out by competitive auction. The deal was Romania’s largest leveraged buyout and largest retail transaction to date.

In March 2017, we advised Magyar Telecom on the sale of its holding in Hungary’s Invitel Group, a leading infrastructure-based telco and IT service provider, to the CEE Equity Partners-advised China CEE Investment Co-operation Fund. The sale valued the Invitel Group at an enterprise value of EUR 202 million. Magyar Telecom is 51% owned by Mid Europa Partners; the remaining shares are indirectly owned by the holders of Magyar Telecom’s senior secured notes.

DLA Piper

In 2017, we advised Wanfeng Auto Holding Group, a Chinese conglomerate specialized in engineering and manufacturing, on its acquisition of the Austrian aviation group Diamond Aircraft Industries GmbH. The transaction, which was one of the largest M&A transactions between China and Austria on record, was successfully completed in December 2017. It involved Austria, Canada, Croatia, Germany, Slovakia, and the UK.

In 2020, we advised GS Engineering & Construction, a leading global construction company based in South Korea, on the acquisition of 100% of the shares in Danwood Holding, the number-one manufacturer of prefabricated turnkey houses in Germany and Poland, from Polish Enterprise Fund VII, a private equity fund managed by Enterprise Investors. The value of the transaction is EUR 140 million.

In 2016, we advised Orkla, an international leading FMCG player in a multi-jurisdictional transaction for the acquisition of Hame, a leading branded food company in the Czech Republic and Slovakia and with a strong position in Romania, Hungary and Russia. We worked closely with our colleagues in other international DLA Piper offices from Oslo, Prague, Budapest, Bratislava, Vienna, Moscow and Kiev. The deal value was approximately EUR 175 million.

In 2020, we advised DS Smith on agreement to sell its Plastics division to Olympus Partners and its affiliate Liqui-Box Holdings, including the sale of operating companies in 12 jurisdictions. This transaction perfectly demonstrates our firm’s international reach and depth of expertise, [as it] involved corporate and other specialists working collaboratively with our international network of DLA Piper offices and relationship firms in 11 jurisdictions and the client’s US counsel.

In 2019, we advised NEQSOL on the acquisition of VF Ukraine (one of the largest local mobile network operators, with around 20 million subscribers) from Russian telecommunications operator MTS Group for USD 734 million, including USD 84 million of earn-out payment. The deal was named Deal of the Year in Ukraine by CEE Legal Matters and #1 among 10 largest M&A transactions in Ukraine in 2019 by InVenture investments analytics.

Freshfields Bruckhaus Deringer

In 2016, we advised AB InBev on the sale of its businesses in Poland, the Czech Republic, Slovakia, Hungary and Romania to Asahi for an enterprise value of EUR 7.3 billion.

In 2018 and 2019, we advised Advent International on its acquisition of Zentiva, Sanofi’s European generics business, for EUR 1.9 billion and subsequently on Zentiva’s acquisition of the Central and Eastern European business of Alvogen, the global pharmaceutical company with leading market positions in 14 key markets across CEE, including Romania, Bulgaria, Hungary, Poland, and the Balkan markets.

In 2018, we advised Cinven, the international private equity firm, on its acquisition of Partner in Pet Food, a leading European pet food manufacturer, for an undisclosed amount. Headquartered in Hungary, PPF has nine manufacturing operations across Europe.

In 2018, we advised Liberty Global plc, the world’s largest international TV and broadband company, on the sale of its operations in Hungary, Romania, the Czech Republic, and Germany to Vodafone for a total enterprise value of approximately EUR 19 billion.

From 2017-2020, we advised National Bank of Greece S.A. on its programme of divesting its international subsidiaries, including disposals in Bulgaria (United Bulgarian Bank A.D. – 2017), Serbia (Vojvodjanska Bank A.D. – 2017), Albania (Banka NBG Albania Sh.A. – 2018), and Romania (Banca Romaneasca S.A. – 2020).

Greenberg Traurig

In 2017, we advised Anheuser-Busch InBev on the Polish aspects of the sale to Japanese brewer Asahi Group Holdings, Ltd. of the businesses that prior to its combination with AB InBev were owned by SABMiller plc in Central and Eastern Europe (the Czech Republic, Hungary, Poland, Romania and Slovakia) for EUR 7.3 billion.

In 2017, we advised CVC Capital Partners with respect to an agreement for the acquisition of Zabka Polska from Mid Europa Partners. The sale of Zabka is the largest ever transaction in the Polish food retail sector and the largest ever private equity exit in Poland. The transaction was recognized as the 2017 CEE Legal Matters Deal of the Year for Poland.

In 2018, we advised BNP Paribas Group on the acquisition of the core banking business of Raiffeisen Bank Polska for PLN 3.25 billion. The transaction was implemented through a demerger of Raiffeisen Bank Polska by spin-off of its core business to Bank BGZ BNP Paribas. The core business excludes foreign currency retail mortgage loan portfolio and a limited amount of other assets.

In 2018, we advised Goldman Sachs International, through its affiliate Bricks Acquisition Limited, on a PLN 1 billion tender offer for 100% of the shares in ROBYG S.A., one of the leading Polish developers, followed by a squeeze-out of minority shareholders and the delisting of ROBYG S.A. from the Warsaw Stock Exchange.

In 2020, we acted as Polish legal counsel to the investment banks in the initial public offering of shares in Allegro.eu and admission of Allegro shares to listing on the Warsaw Stock Exchange. The total value of shares amounted to PLN 9.2 billion and the capitalization of the company based on the IPO is PLN 44 billion, bringing the value of the IPO to PLN 10.6 billion, making it the largest IPO in Poland’s history.

Herbert Smith Freehills

In 2019 (re-signed in 2020), we advised NEPI Rockcastle plc on the sale of subsidiaries owning a portfolio of office buildings in Romania to AFI Properties. It is believed to be the largest deal in the Romanian real estate market and one of the biggest real estate deals in the Central and Eastern European region in 2019 and 2020.

In 2016, advised KKCG AG on the creation of a 75%-25% joint venture with EMMA Capital group. The transaction involved an intra-group re-structuring process and financing arrangements to aggregate all the lottery and gaming assets of both KKCG AG and EMMA groups into the joint venture company, SAZKA Group.

In 2019, advised an Asian investor on the acquisition from a US private equity firm of a portfolio of hotels across ten jurisdictions in Europe, including the CEE region.

In 2019, advised a client in relation to its acquisition of three separate development stage biomass projects in Poland, including the relevant acquisition, shareholders’, and development arrangements.

In 2019, advised Impilo, a European specialist healthcare investment firm on the leveraged buyout of The Fertility Partnership, one of the leading European providers of fertility services ultrasound pregnancy scans and hormone treatments, with activities in the UK, Poland, and the Netherlands.

Orrick

In 2016, we advised a consortium of international private equity firms including Bessemer Venture Partners, Columbia Capital, HarbourVest Partners, Innova Capital, MC Partners, and Oak Investment Partners, on the sale of Slovakian telecommunications provider Benestra to leading private equity house Sandberg Capital.

In 2017, we advised CVC Capital Partners in respect of its leveraged acquisition of Zabka Polska, one of Poland’s largest chains of convenience stores, from Mid Europa Partners. No financial terms were disclosed. This deal was awarded the inaugural Central and Eastern Europe Deal of the Year Award for Poland at the CEE Legal Matters “Deal of the Year” Awards.

In 2019, we advised Vostok Emerging Finance on the sale of its holding in iyzico to PayU Global B.V., the fintech arm of Naspers Group. This is part of a broader sale agreement with iyzico’s venture investors with the full purchase valuation set at USD 165 million, payable upon closing of the transaction. The sale remains subject to Turkish regulatory and competition authority approvals.

In 2019, we advised Sprints Capital on its investment in Vinted’s EUR 128 million Series E financing round, valuing Vinted at more than EUR 1 billion. The round was led by Lightspeed Venture Partners and also included Insight Venture Partners, Accel, and Burda Principal Investments. Based in Lithuania, Vinted is the country’s first unicorn and is one of Europe’s largest second-hand apparel consumer-to-consumer marketplaces.

In 2017, we advised Vitruvian Partners on the acquisition of an approximately 30% stake in Bitdefender, a global cyber-security technology company founded and based in Romania. CMS and Norton Rose advised the target and seller group. The transaction valued the business at over USD 600 million.

Slaughter & May

In May 2018, we advised Vodafone on the acquisition of Unitymedia in Germany and certain of Liberty Global’s operations in the Czech Republic, Hungary, and Romania for a total enterprise value of EUR 18.4 billion. The transaction also won CEE Legal Matters’ 2018 CEE Deal of the Year Award.

In March 2019, we advised Marsh & McLennan on the sale of the global aerospace insurance broking business of Jardine Lloyd Thompson to Arthur J. Gallagher & Co. This deal covered a large number of European countries, including Croatia, the Czech Republic, Hungary, Poland, and Romania, among others.

In December 2019, we advised Cineworld on its all-cash acquisition of the entire issued and to-be-issued share capital of Cineplex at a price of 34 Canadian dollars per share, valuing the fully diluted equity of Cineplex at CAN 2.18 billion, with an implied enterprise value of CAN 2.8 billion. Cineworld is one of the world’s leading cinema groups, operating 9,498 screens across 786 sites in the US, UK, Ireland, Bulgaria, the Czech Republic, Hungary, Poland, Romania, Slovakia, and Israel.

In November 2016, we advised GE Capital on the sale of its remaining stake in Moneta Money Bank, which raised gross proceeds of approximately CZK 7.5 billion.

In January 2016, we advised the RWE utility group on its successful defense of a USD 1.4 billion damages claim brought by the Russian Sintez Group, owned by Russian Senator Leonid Lebedev. The claim was governed by Russian law and arose out of RWE’s withdrawal from negotiations for a joint venture to buy a controlling interest in one of Russia’s regional power generation companies, TGK-2. We also advised on associated litigation in multiple jurisdictions.

Stephenson Harwood

Currently, we are representing the former shareholders of Yukos Oil Company – Hulley Enterprises Limited, Yukos Universal Limited and Veteran Petroleum Limited – in English proceedings to enforce a USD 54 billion arbitration award against the Russian Federation. To our knowledge, this is the largest ever enforcement claim brought before an English court.

In 2019, we advised Interpipe Limited, a large Ukrainian steel pipes and wheels producer, as lead counsel on the restructuring of its entire debt portfolio – worth over USD 1 billion, making it one of the largest and highest profile financing transactions to close in the region in 2019.  This involved debt owed or guaranteed by the Cypriot parent company and producing and trading companies around the world.

In 2019, we advised the Siberian Coal Energy Company, the largest producer of coal in Russia and a top ten producer globally, on a USD 1 billion pre-export financing from a lending syndicate led by Deutsche Bank. This was one of the largest financings into the Russian market this year and also one of the largest pre-export financings globally.

In 2019, we acted for Igor Mints, a successful Russian businessman who co-owns an international investment management company headquartered in London, in a claim of USD 572 million against him, his father, his two brothers, and the former top managers and owners of two major Russian banks, Otkritie and Rost, by PJSC National Bank Trust and PJSC Bank Otkritie Financial Corporation.

In 2019, we acted on behalf of UK-based private equity firm Lehram Capital in its investment treaty arbitration claim worth USD 500 million against the Russian Federation after local officials in Russia expropriated a large mine in which Lehram had invested. Described as “one of the most blatant cases of unlawful state expropriation that have arisen in recent years.”

White & Case

In 2019, we advised Takeda in connection with its agreement to divest a portfolio of select over-the-counter and prescription pharmaceutical assets in Russia, Georgia, Kazakhstan, Armenia, Azerbaijan, Belarus, Kyrgyzstan, Tajikistan, and Turkmenistan, which form part of Takeda’s Growth & Emerging Markets Business Unit, to STADA Arzneimittel AG, for a total value of USD 660 million. 

In 2019, we represented the PPF Group, a Czech-founded investment group investing into multiple market segments such as banking and financial services, telecommunications, biotechnology, insurance, real estate, and agriculture, on an agreement to acquire Central European Media Enterprises Ltd., which operates television stations in Bulgaria, the Czech Republic, Romania, Slovakia, and Slovenia.

In 2018, we represented CTP, a leading commercial real estate developer and manager of business parks in Central & Eastern Europe, on the EUR 450 million sale of a Czech logistics portfolio to Deka Immobilien. The portfolio consists of 36 A-Class buildings in prime locations in West Bohemia and the Prague region. This is one of the largest-ever real estate transactions in the Czech Republic, and it was the largest logistics deal in CEE in 2018.

In 2017, we advised PGE Polska Grupa Energetyczna S.A. on its PLN 4.51 billion (approximately USD 1.2 billion) acquisition of the EDF Group’s assets in Poland. including eight combined heat and power plants located in Trojmiasto, Wroclaw, and Krakow, the Rybnik power station in Silesia, and almost 400km of heating network in four cities. This transaction was one of the largest takeovers in the history of the Polish power and heating market.

In 2020, we advised Zynga, Inc., a global leader in interactive entertainment and mobile gaming, on the acquisition of Peak Oyun Yazilim ve Pazarlama A.S., a Turkish gaming company, for USD 1.8 billion, of which USD 900 million is payable in cash, subject to adjustments, and USD 900 million is satisfied by the issuance of Zynga common stock. The transaction represents the largest acquisition of a Turkish start-up company ever and makes Peak Turkey’s first technology “unicorn.”

This Article was originally published in Issue 7.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

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