White & Case has advised PPF Arena 1 B.V. on the establishment of its EUR 3 billion Euro Medium Term Note Program and the debut issuance of EUR 550 million 3.125% notes due March 2026 thereunder. Allen & Overy represented the mandated lead arrangers, joint lead managers, and dealers under the program agreement in connection with the change of terms of financing of the acquisition of CEE and SEE assets of Telenor by the PPF Group, as well as the joint lead managers and dealers under the program agreement and the first issuance of notes under the program agreement.
White & Case describes the PPF Arena 1 B.V. group as "a leading provider of telecommunication services in the CEE region, consolidating telecommunication activities of the global investment group PPF across six national markets." Its subsidiaries include O2 Czech Republic a.s. and Ceska Telekomunikacni Infrastruktura a.s. (CETIN) in the Czech Republic, O2 Slovakia s.r.o. in Slovakia, and the former subsidiaries of the Telenor Group in Hungary, Bulgaria, Serbia and Montenegro acquired by PPF Arena 1 B.V. in 2018 (as reported by CEE Legal Matters on March 26, 2018).
In particular, A&O advised HSBC Bank plc and Societe Generale as global coordinators and joint arrangers and joint lead managers and dealers, including Bank of China Limited, London Branch, BNP Paribas, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Credit Agricole Corporate and Investment Bank, Erste Group Bank AG, ING Bank N.V., London Branch, PPF Banka a.s., and UniCredit Bank AG.
According to White & Case, "the notes are unconditionally and irrevocably guaranteed by certain subsidiaries of PPF Arena 1 B.V. and are initially secured by a common security package over the group’s assets in multiple jurisdictions alongside the senior bank debt of PPF Arena 1 B.V., which added to the significant complexity of the deal. The notes are admitted to trading on the Global Exchange Market of Euronext Dublin and are rated BBB- by Fitch, Ba1 by Moody’s and BB+ by Standard & Poor’s."
The White & Case capital markets team advising on the transaction was co-led by Local Partner Petr Hudec in Prague and London-based Partners Stuart Matty and James Greene, assisted by Prague-based Associates Erik Illmann and Jan Vacula and London-based Associates Rebecca King and Nikita Thrakar. The Banking/Finance team was led by Prague-based Partner Jonathan Weinberg.
The Allen & Overy team consisted of London-based Partner John Kicken, Senior Associate Peter Crossan, and Associate Michael Hossack, Amsterdam-based Partner Jonathan Heering, and Prague-based Counsel Silvie Horackova and Senior Associate Petr Vybiral.
Editor's Note: After this article was published, Boyanov & Co. informed CEE Legal Matters that, working alongside Allen & Overy, it had advised the underwriters on Bulgarian elements of the issuance.