Dorda (DBJ) has advised DIY superstore bauMax on the October 31, 2015 dispossession of 67 of its stores in Austria, Slovakia, Czech Republic, and Slovenia, as part of what DBJ describes as "Austria’s and CEE’s biggest ever distressed M&A asset deal."
Investor Supernova, from Graz, will become the new owner of the bauMax properties in Slovakia and Slovenia and will be leasing the properties to OBI. DBJ collaborated with Cechova & Partners in Slovakia and Jadek & Pensa in Slovenia for help in those jurisdictions. Wolf Theiss advised OBI on the deal, while Supernova was advised by the Held Berdnik Astner & Partner (HBA) firm. Polish construction materials chain Merkury Market also acquired 18 of the stores, all in the Czech Republic. The Rautner firm advised Merkury Market on that acquisition. Schoenherr advised the banks financing the bauMax group.
Closing remains subject to normal contractual conditions, and the purchase price was not disclosed.
Since 2012, bauMax has been undergoing a restructuring process characterized by a standstill agreement with over 40 financial creditors and more than 180 bilateral lines. The company has already sold its subsidiaries in Romania, Bulgaria and Hungary (reported on by CEE Legal Matters on October 3, 2014 and April 14, 2015), under an agreement with its former creditors. DBJ has advised bauMax throughout this process.
Speaking about the current deal, DBJ Managing Partner Felix Horlsberger commented on the unusual amount of interaction and effort on behalf of the partier to ensure that the ownership of the real estate – some of which is located in complicated legal structures and/or on third party land – was transferred in a timely manner and with the consent of a number of third parties: “The transaction was unique in terms of the level of its complexity. We are therefore delighted to say we can now successfully close the deal in the interests of our client after over a year of preparations and countless negotiations. Successful deals of this kind in four different countries are somewhat of a rarity in the context of out-of-court restructuring measures.”
The DBJ team advising bauMax was headed by Horlsberger and Senior Counsel Christian Ritschka. The team also included Partners Stephan Polster, Florian Kremslehner, Tibor Varga, and Martin Brodey, Attorneys Gunnar Pickl, Klaus Pfeiffer, Christoph Hilkesberger, and Stephan Steinhofer and Associate Marie-Luise Pugl, Lukas Schmidt, and Jakob Karte.
The Cechova & Partners team consisted of Partner Katharina Cechova and Attorneys Juliana Turcekova and Jana Cernakova. The Jadek & Pensa team was led by Partner Andraz Jadek.
The HBA team was led by Partner Bernhard Astner, and included Partner Monika Tamisch and Associate Karin Groier.
Rautner’s team was headed by Partner Uwe Rautner, supported by Associates Rene Semmelweis and Ana-Maria Iulia Santa and Trainee Shivam Subhash.
The Schoenherr team included Partners Wolfgang Holler, Wolfgang Tichy, and Christian Schumacher, Attorneys Miriam Simsa and Ayla Ilicali, Associates Philipp Wetter and Theresa Goriany.
BauMax also received financial advice from Deloitte FA.
Editorial Note: After this article was published, DLA Piper announced that it had represented UniCredit Leading on Baumax’s sale of its real estate portfolio. When contacted for information, a DLA Piper spokesman explained that UniCredit Leasing had acquired the properties that Baumax used for its retail centers and then leased those assets to Baumax, along with a right for Baumax to purchase the retail centers after the terms of the leases concluded. According to the spokesman, “due to the financial difficulties of Baumax, [DLA Piper] advised UCL in 2014 and 2015 on the early termination sales of all Baumax retail centers financed by UCL. The transaction in question concerned the last part of the portfolio — three retail centers — and was carried out as part of Baumax's informal debt restructuring process."
DLA Piper reported advising UniCredit Leasing "on all issues relating to the transaction in question, i.e. - termination of financial leasing agreements, sale of retail centers, debt restructuring negotiations, and related arrangements.” The firm’s team was led by Prague-based Litigation & Regulation Partner Petr Sabatka and Corporate Senior Associate Viktor Pakosta.
Subsequently, the Czech Republic’s Z/C/H Legal announced that it had advised Raiffeisenlandesbank Oberosterreich Aktiengesellschaft and subsidiary companies in the Raiffeisen-IMPULS-Leasing Group on the sale of two shopping centers to Baumax, which had previously been leasing them. The firm’s team was led by Partner Radek Hladky and Senior Associate David Pavlicek.