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Kinstellar, Milbank, White & Case, and Orrick Advise on Financing for Acquisition and Acquisition by AVAST Software Acquisition of AVG Technologies

Kinstellar, Milbank, White & Case, and Orrick Advise on Financing for Acquisition and Acquisition by AVAST Software Acquisition of AVG Technologies

Czech Republic

Kinstellar, working with Milbank, has successfully advised Credit Suisse International, Jefferies, UBS, Bank of America and Societe Generale as joint lead arrangers and joint book-runners for the senior secured credit facilities in connection with Avast Software’s USD 1.4 billion acquisition of AVG Technologies. White & Case advised Avast on the debt financing and the underlying acquisition. Orrick advised AVG Technologies on the acquisition, which was structured as an all-cash tender offer for the outstanding ordinary shares of AVG, with the initial offer period closing on September 30.

Avast Software is a maker of highly-trusted security software, and AVG Technologies N.V. is a developer of business, mobile, and PC device security software applications. According to Kinstellar, “both companies are industry pioneers: founded in the Czech Republic in the late 1980s and early 1990s, they expanded internationally in the 2000s and will now combine complementary strengths to position Avast for continued growth in the security industry. Following the acquisition, Avast is now the largest provider of security software in the world outside China, with a combined customer base of 400 million users."

According to the deal that was announced in June, Avast acquires all outstanding ordinary shares in AVG at USD 25 per share. The acquisition will allow Avast, which is headquartered in Prague and has offices in the USA, Germany, China, South Korea, and Taiwan, to better serve growing industry segments with innovative technology and realize additional value through current AVG product offerings. The combined company will have an expanded geographic platform and an increased ability to reach emerging growth channels through a more efficient organization.

The proceeds of the facilities, which included a USD 1.2 billion US dollar denominated term loan tranche, a ‎EUR 400 million Euro denominated term loan tranche, and a USD 85 million multi-currency revolving credit facility, were used to purchase shares tendered by stockholders of AVG Technologies and to refinance Avast Software’s and AVG Technologies’ existing credit facilities. 

Kinstellar advised the financing banks on all Czech law aspects of the financing. The firm's team was led by Counsel Martina Brezinova and included Managing Associate Leo Javorek and Associate Dalibor Cerny.

The Milbank team was led by Partner Marc Hanrahan and included Associates Spencer Pepper, Gabrielle Paolini, and Emily Rutcofsky. Also providing advice were Partners Suhrud Mehta and Douglas Landy and Associates Alexandra Schofield, James Kong, and Javier Ramos.

The White & Case team advising on the transaction was led by Partner Ian Bagshaw and included London-based Partners Caroline Sherrell, Justin Wagstaff, and Lindsey Canning, Brussels-based Partner Mark Powell, New York-based Partner Chang-Do Gong, and Washington-based Partners Farhad Jalinous and Rebecca Farrington, with support from Local Partner Katarzyna Czapracka, Counsel Karalyn Mildorf, and Associates Nofa Khadduri, Barry O’Driscoll, Jarlath McGurran, Ash von Schwan, Suni Sreepada, Graham Silnicki, and Tamer Mahmoud.

The Orrick team advising AVG was led by Corporate Partner Peter Lamb and included Partners Richard Vernon Smith, Ed Batts, Jason Flaherty, Alex Okuliar, Douglas Lahnborg, Harry Clark, Zach Finley, and Eric Wall, and Of Counsels Charles Walker, Lynne Hirata, and Pat Zeigler.

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For more than 25 years PRK Partners has been providing top tier, comprehensive legal services in all areas of law – always at the highest professional level. The company’s offices in Prague, Ostrava and Bratislava, as well as its specialised teams of legal practitioners and tax advisors, allow PRK Partners to offer solutions to any kind of legal issues, providing an international point of view and in-depth knowledge of the respective local legal system.

The full-service law firm has worked on many of the region’s largest and most complex transactions. The firm puts emphasis on the highest standards of quality, efficiency and flexibility in its advisory services, which are tailored to the specific requirements of each client. 

Our team is composed of professionals with international education and experience. The firm frequently works on a non-exclusive basis with leading international law firms on large cross-border transactions.

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• National Law Firm of the Year 2016 by the Chambers Europe Awards, the most prestigious international law firm competition. This is the fifth award PRK Partners has received since the awards were first given; National Law Firm of the Year 2014, 2013 and 2010 and Law Firm of the Year 2012 for Best Client Service.

• 2018 Best Law Firm of the Year in the category of Banking &Finance and the absolute winner in the main category of the Domestic Law Firm of the Year awards organised by epravo.cz under the auspices of the Czech Bar Association three times since the award's inception (in 2016, 2013 and 2011).

• a finalist of the Central European Law Firm of the Year category in The Lawyer European Awards 2018. 

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