Allen & Overy has advised Ceska Sporitelna, serving as dealer manager, lead manager, delivery agent, listing agent, fiscal agent, and paying agent, on exchange and tender offers and the issuance of Czech koruna-denominated and Czech law-governed domestic bonds by Czech gas transmission operator NET4GAS. White & Case advised NET4GAS on the deal.
NET4GAS issued a CZK 2.64 billion (USD 119.43 million) bond due in 2025 in a deal which partially refinanced its outstanding debt and prolonged its liabilities, while the total outstanding debt remained unchanged. Investors swapped out of a 2021 bond via the exchange and tender offer managed by Ceska Sporitelna, the Czech subsidiary of Erste Group Bank.
According to Allen & Overy, the transaction is unique and truly innovative as it represents a first-of-its-kind exchange offer involving a switch from international notes (issued on the Eurobond market with ‘XS’ ISIN and cleared through Euroclear and Clearstream) into domestic bonds (issued and primarily settled locally into the Czech Central Depository with a ‘CZ’ ISIN and cleared as well as held outside the international clearing systems). This, Allen & Overy reported, combined with the fact that a cash offer and issuance of additional new bonds were also involved, added significant complexity to the transaction and, in particular, to the way the participation and settlement mechanics were designed and structured. The new bonds were admitted to trading on a regulated market of the Prague Stock Exchange.
The A&O team was headed by Prague-based Senior Associate Petr Vybiral, supported by Associate Jana Chwaszcz and Junior Lawyer Tomas Kafka. The A&O London team was led by Senior Partner Philip Smith, assisted by Senior Associate Louise Hennessey.
The White & Case team was led by Local Prague Partner Petr Hudec, Prague-based Partner Vit Stehlik, and London-based Partner Stuart Matty and included Prague-based Associates Petr Smerkl, Jan Vacula, and Erik Illmann and London-based Associate James Clark.